Corporate Governance

Board of Directors

Board Members
Current Status of the Board of Directors

※ Diverse Expertise of Independent Directors
Independent Directors are appointed at the Shareholders’ Meeting after recommended by Independent Director Candidate Recommendation Committee among candidates of outside experts who have sufficient expertise and experiences in management, economy, accounting, laws, food and beverage industry, etc. and therefore who can properly monitor and give advice on the company management with an objective point of view. Those who can present new and diverse views at the Board, regardless of their race, gender, region of birth or area of expertise, are selected as candidates.

※ Target Percentage of Independent Directors
We aim to maintain that Independent Directors comprise at least 50% of the board.

※ Independence of non-executive directors
Pulmuone non-executive directors are not engaged to the Company and are not defined as those who do not fall under the following principles to define the independece of non-executive directors.
In addition, the independence of the board of directors is disclosed transparently via the intergrated report.

Disqualification criteria for non-executive directors

Directors, executive officers, employees currently engaged in the daily business tasks of the Company, Or directors, auditors, executive officers and employees involved in the daily business tasks of the Company within the past two years
The largest shareholder, his/her spouse, direct ascendant/descendant
If the largest shareholder is a corporation, directors, auditors, executive officers and employees of the corporation
Spouses and direct ascendants/descendants of directors, auditors, executive officers
Directors, auditors. executive officers and employees of a parent company or a subsidiary of the Company
Directors, auditors executive officers and employees of a corporation where the Company has strategic interest or transacts with
Directors, auditors, executive officers and employees of corporations where directors, executive officers and employees of the Company serve as director and executive officer

재무정보
Classification	Name (Gender)	Term (Date Appointed for the First Time)	Background	Note	Liability insurance	Status of concurrent posts
Outside Directors (Independent Directors)	Youn Jang-bae (M)	Mar. 2017 - Mar. 2020 (Mar. 2011)	Agriculture and Commerce Policy Officer (Assistant Vice Minister) of the Ministry of Agriculture and Forestry Secretary to the President for Rural Affairs President of Korea Agro-Fisheries & Food Trade Corporation Currently Senior Advisor to Lee International, Inc.	Independent Lead Director Chairperson of the Compensation Committee Chairperson of the Independent Director Evaluation Committee Member of the Strategy Committee Member of the General CEO Recommendation Committee	O	-
	Won Chul-woo (M)	Mar. 2017 - Mar. 2020 (Mar. 2011)	Head of the DuPont Paint Department in the Asian region President of DuPont Korea Chairperson of ATMI Asia Currently a business consultant	Member of the Compensation Committee Chairperson of the Independent Director Candidate Recommendation Committee Member of the Audit Committee Chairperson of the ESG Committee	O	-
	Choi Jong-hag (M)	Mar. 2019 - Mar. 2022 (Mar. 2016)	Ph.D., University of Illinois at Urbana-Champaign MBA and BA, Seoul National University Independent Director of Franklin Templeton Investments Independent Director of Traston Asset Independent Director of Cube Entertainment Member of the Asset Operation Committee of Government Exployees Pension Service Member of the Asset Operation Committee of Teacher's Pension Currently Professor at Seoul National University Business School Currently Development Fund Director of Seoul National University and member of Seoul National University Fund Management Committee	Member of the Independent Director Candidate Recommendation Committee Chairperson of the Audit Committee Member of the Strategy Committee	O	Outside director & Member of Audit Committee of Amorepacific Group Member of Seoul National University Fund Management Committee
	Kim Young-june (M)	Mar. 2019 - Mar. 2022 (Mar. 2016)	Deputy Chief Prosecutor of the Chuncheon District Prosecutor’s Office First Deputy Chief Prosecutor of the Suwon District Prosecutor’s Office Research Fellow at the Institute of Justice Trial Director and Deputy Chief Prosecutor of the Seoul High Prosecutor’s Office Chief Prosecutor of the Changwon District Prosecutor’s Office Commissioner of Korea Immigration Service of the Ministry of Justice Currently Chief attorney of Samwoo	Member of the Compensation Committee Member of the Independent Director Candidate Recommendation Committee Member of the Audit Committee	O	Auditor of Daeyang Foundation
	Cho Wha-joon (F)	Mar. 2019 - Mar. 2022 (Jun. 2016)	Indiana University Ph.D KT IRO KTF CFO Officer in charge of funds at KT BC Card CFO KT Capital CEO Currently Auditor of Mercedes Benz Financial Services Korea	Member of the Independent Director Candidate Recommendation Committee Member of the Audit Committee Member of the ESG Committee Member of the General CEO Recommendation Committee	O	-
	Chang Jae-sung (M)	Mar. 2018 - Mar. 2021 (Mar. 2018)	CEO of Kclavis Currently Director of IBK Securities	Member of the Compensation Committee Member of the Independent Director Evaluation Committee Member of the Strategy Committee	O	Non-executive Director of Twinsaver Non-executive Director of EK
	Lee Kyung-mi (F)	Mar. 2019 - Mar. 2022 (Mar. 2019)	Ph.D., Marketing (Social Psychology Minor), University of Illinois at Urbana-Champaign Master of Business Administration (Marketing Concentration), Seoul National University Bachelor of Business Administration, Seoul National University Yonsei University, School of Business, Assistant Professor of Marketing Currently Seoul National University, School of Business, Assistant Professor of Marketing	Member of the Independent Director Evaluation Committee Member of the Strategy Committee Member of the ESG Committee	O	-
Executive Directors	Lee Hyo-yul (M)	Mar. 2019 - Mar. 2022 (Mar. 2013)	Chief of Pulmuone Foods Co., Ltd. Currently General CEO of Pulmuone Co., Ltd.	Chairperson of the Business Management Committee Member of the Strategy Committee	O	-
	Lee Sang-Boo (M)	Mar. 2018 - Mar. 2021 (Mar. 2018)	Chief of Management Support Office at Pulmuone Food&Culture Co., Ltd. Currently Chief of Holdings Strategy Office at Pulmuone Co., Ltd., Chief of NFB Region Strategy Office, Chief of HLS Region BU	Member of the Business Management Committee Member of the Strategy Committee	O	-
	Lee Woo-Bong (M)	Mar. 2018 - Mar. 2021 (Mar. 2018)	Chief of NFB Region Strategy Office Currently Chief of Pulmuone Food&Culture Co., Ltd.	Member of the Business Management Committee	O	-
Non-executive Directors	Nam Seung-woo (M)	Mar. 2018 - Mar. 2021 (Mar. 2018)	General CEO of Pulmuone Co., Ltd. Currently Non-executive Director at Pulmuone Co., Ltd.	Chairperson of the Board of Directors Chairperson of the Strategy Committee Chairperson of the General CEO Recommendation Committee	O	-

※ Directors of non-profit incorporated association or foundation corporation other than general corporate were also included in the status of concurrent posts.

2016
2017
2018
2019

2019

재무정보
Session	Date	Bill	Passed/Rejected	Participation of Independent Directors
First	February 25, 2016	Bill No. 1: about the approval of the 32nd financial statements (consolidated and separate financial statements)	Passed	All five directors present
		Bill No. 2: about the decision on the 32nd cash dividend (proposal)	Passed
		Bill No. 3: about the decision to convene the 32nd regular shareholders’ meeting	Passed
		Bill No. 4: about approval of the operating report	Passed
		Bill No. 5: about the partial modification of the Articles of Association	Passed
		Bill No. 6: about the appointment of executive candidates	Passed
		Bill No. 7: about the appointment of the members of the Audit Committee	Passed
		Bill No. 8: about the decision on the ceiling of the wages of directors (proposal)	Passed
		Bill No. 9: about the approval of the rules for full-time advisors	Passed
		Bill No. 10: about the appointment of full-time advisors	Passed
		Bill No. 11: about the revision of the rule for retirement grants for directors	Passed
Extraordinary Meeting	March 25, 2016	Bill No. 1: about the approval of trades between the company and the directors, etc.	Passed	All six directors present
		Bill No. 2: about the delegation of the right to execute the decision on the ceiling of the wages of directors	Passed
		Bill No. 3: about the appointment of the members of the committees within the Board of Directors	Passed
Second	May 3, 2016	Bill No. 1: about the establishment of the Strategy Committee	Passed	All five directors present
		Bill No. 2: about the appointment of director candidates	Passed
		Bill No. 3: about the appointment of the members of the Audit Committee	Passed
		Bill No. 4: about the appointment of the members of the committees within the Board of Directors	Passed
		Bill No. 5: about the decision to convene the extraordinary shareholders’ meeting	Passed
Third	June 27, 2016	-	-	All six directors present
Fourth	August 3, 2016	-	-	Five of six directors present
Fifth	November 2, 2016	Bill No. 1: about the change of the publisher of the company newsletter for outside readers	Passed	All six directors present
Sixth	December 2, 2016	Bill No. 1: about the establishment of the Corporate Governance Charter	Passed	Five of six directors present
		Bill No. 2: about the revision of the rules of the Board of Directors	Passed
		Bill No. 3-1: about the revisions (passed)	Passed
		Bill No. 3-2: about the revision of the rules of the Audit Committee	Passed
		Bill No. 3-3: about the revision of the rules of the Strategy Committee	Passed
		Bill No. 3-4: about the revision of the rules of the Management Committee	Passed

재무정보
Session	Date	Bill	Passed/Rejected	Participation of Independent Directors
First	February 25, 2017	Bill No. 1: about the approval of the 33rd financial statements (consolidated and separate financial statements)	Passed	Five of six directors present
		Bill No. 2: about the decision on the 33rd cash dividend (proposal)	Passed
		Bill No. 3: about the decision to convene the 33rd regular shareholders’ meeting	Passed
		Bill No. 4: about the approval of the operating report	Passed
		Bill No. 5: about the partial modification of the Articles of Association	Passed
		Bill No. 6: about the appointment of the multiple Representative Directors	Passed
		Bill No. 7: about the appointment of director candidates	Passed
		Bill No. 8: about the appointment of the members of the Audit Committee	Passed
		Bill No. 9: about the decision on the ceiling of the wages of directors (proposal)	Passed
		Bill No. 10: about the introduction of the electronic voting system	Passed
		Bill No. 11: about the modification of the rules of the Audit Committee	Passed
Extraordinary Meeting	March 30, 2017	Bill No. 1: about the approval of trades between the company and the directors, etc.	Passed	All six directors present
		Bill No. 2: about the delegation of the right to execute the decision on the ceiling of the wages of directors	Passed
		Bill No. 3: about the appointment of the members of the committees within the Board of Directors	Passed
Second Session	April 28, 2017	-	-	All six directors present
Second Session	April 28, 2017	-	-	All six directors present
3rd	June. 30, 2017	-	-	Four of six directors present
4th	Aug. 03, 2017	-	-	Five of six directors present
5th	Oct. 24, 2017	Agenda Item 1: Establishing ESG Committee within the Board of Directors	Passed	All six directors present
5th	Oct. 24, 2017	Agenda Item 2: Establishing General CEO Recommendation Committee within the Board of Directors	Passed	All six directors present
6th	Dec. 01, 2017	Agenda Item 1: Approval on regulations of management succession plan	Passed	All six directors present
		Agenda Item 2: Appoint of General CEO	Passed
		Agenda Item 3: Appointment of the Head of the ESG Committee	Passed

재무정보
Session	Date	Bill	Passed/ Rejected	Participation of Independent Directors	Participation of Independent Directors
Session	Date	Bill	Passed/ Rejected	Participation of Independent Directors	Park Jong-won (100%)	Won Chul-woo (100%)	Youn Jang-bae (100%)	Choi Jong-hag (100%)	Kim Young-june (75%)	Cho Wha-joon (100%)	Chang Jae-sung (100%)
1st Extraordinary	Jan. 12, 2018	Bill No. 1: Issuance of Pulmuone's redeemable convertible preferred stocks (RCPS) to 3rd parties	Passed	All six directors present (100%)	O	O	O	O	O	O	-
1st	Feb. 28, 2018	Bill No. 1: Approval on 34th financial statements	Passed	All six directors present (100%)	O	O	O	O	O	O	-
		Bill No. 2: Determination on 34th cash dividends (Draft)
		Bill No. 3: Determination on the call of 34th Annual Meeting of Shareholders
		Bill No. 4: Approval on business report
		Bill No. 5: Amending a part of the Articles of Association
		Bill No. 6: Amending regulations on the Board of Directors
		Bill No. 7: Appointment of director candidates
		Bill No. 8: Approval on director compensation limit (Draft)
		Bill No. 9: Introduction of electronic voting system
2nd Extraordinary	Mar. 30, 2018	Bill No. 1: Approval on transactions between directors, etc. and the Company	Passed	All seven directors present (100%)	O	O	O	O	O	O	O
		Bill No. 2: Delegation of execution on director compensation limit to Business Management Committee
		Bill No. 3: Appointment of the Chair of the Board of Directors
		Bill No. 4: Appointment of members for committees within the Board of Directors
2nd	Mar. 30, 2018	Bill No. 1: Participation in Pulmuone Food's capital increase by issuance of new stock	Passed	All seven directors present (100%)	O	O	O	O	O	O	-
		Bill No. 2: Amending regulations on Non-executive Director Recommendation Committee (Draft)
		Bill No. 3: Amending regulations on the Board of Directors (Draft)
		Bill No. 4: Appointment of lead non-executive director
3rd	June 29, 2018	-	-	Six of seven directors present (86%)	O	O	O	O	X	O	O
4th	Aug. 02, 2018	Bill No. 1: Revision of the rules of the Pulmuone Corpoate Governance Charter	Passed	All seven directors present (100%)	O	O	O	O	O	O	O
5th	Nov. 02, 2018	-	-	All seven directors present (100%)	O	O	O	O	O	O	O
6th	Nov. 30, 2018	Bill No. 1: Approval on regulations of management succession plan	Passed	Six of seven directors present (86%)	O	O	O	O	X	O	O

재무정보
Session	Date	Bill	Passed/ Rejected	Participation of Independent Directors	Participation of Independent Directors
Session	Date	Bill	Passed/ Rejected	Participation of Independent Directors	Park Jong-won (100%)	Won Chul-woo (100%)	Youn Jang-bae (100%)	Choi Jong-hag (100%)	Kim Young-june (100%)	Cho Wha-joon (100%)	Chang Jae-sung (100%)	Lee Kyung-mi (100%)
1st	Feb. 27, 2019	Bill No. 1: Determination on 35th cash dividends (Draft)	Passed	All seven directors present (100%)	O	O	O	O	O	O	O	-
		Bill No. 2: Determination on the call of 35th Annual Meeting of Shareholders
		Bill No. 3: Amending a part of the Articles of Association
		Bill No. 4: Stock split Decision
		Bill No. 5: Amending regulations on the Board of Directors
		Bill No. 6: Appointment of director candidates
		Bill No. 7: Appointment of a representative director
		Bill No. 8: Appointment of a senior independent director
		Bill No. 9: Appointment of the members of the Audit Committee
		Bill No. 10: Approval on director compensation limit (Draft)
		Bill No. 11: Introduction of electronic voting system
1st Extraordinary	Mar. 14, 2019	Bill No. 1: Approval on 35th financial statements	Passed	All seven directors present (100%)	O	O	O	O	O	O	O	-
1st Extraordinary	Mar. 14, 2019	Bill No. 2: Approval on business report	Passed	All seven directors present (100%)	O	O	O	O	O	O	O	-
2nd Extraordinary	Mar. 29, 2019	Bill No. 1: Approval on transactions between directors, etc. and the Company	Passed	All seven directors present (100%)	-	O	O	O	O	O	O	O
		Bill No. 2: Delegation of execution on director compensation limit to Business Management Committee
		Bill No. 3: Appointment of a representative director
		Bill No. 4: Appointment of members for committees within the Board of Directors
		Bill No. 5: comprehensive share exchange of Pulmuone Foods Co., Ltd. & Pulmuone Greenjuice Co., Ltd.
2nd	April. 30, 2019	-	-	All seven directors present (100%)	-	O	O	O	O	O	O	O

Committees within the Board of Directors

※Outside Directors (Independent Directors)

재무정보
Classification	Major tasks	Composition
Compensation Committee	Pre-examination of compensation, severance pay, stock options etc.	Outside Directors 4	Youn Jang-bae(Chairperson), Kim Young-june, Won Chul-woo, Chang Jae-sung
Independent Director Evaluation Committee	Evaluation of the activities of Outside Directors and the Board of Directors	Outside Directors 3	Youn Jang-bae(Chairperson), Chang Jae-sung, Lee Kyung-mi
Management Committee	Implementation of management matters delegated by the Board of Directors	Executive Directors 3	Lee Hyo-yul(Chairperson), Lee Sang-Boo, Lee Woo-Bong
Independent Director Candidate Recommendation Committee	Recommendation of Independent Director candidates	Outside Directors 4	Won Chul-woo(Chairperson), Choi Jong-hag, Cho Wha-joon, Kim Young-june
Audit Committee	Auditing of the company’s accounting and other business activities (each director’s performance of duties and execution of legal authority such as the appointment of outside auditors)	Outside Directors 4	Choi Jong-hag(Chairperson), Won Chul-woo, Cho Wha-joon, Kim Young-june
Strategy Committee	Mid-term Business Plan, Core M&A a preliminary review	Non-executive director 1, Executive Directors 2, Outside Directors 4	Nam Seung-woo(Chairperson), Lee Hyo-yul, Lee Sang-boo, Youn Jang-bae, Choi Jong-hag, Chang Jae-sung, Lee Kyung-mi
ESG Committee	Review and monitor strategies/directions of sustainability management	Outside Directors 3	Won Chul-woo(Chairperson), Cho Wha-joon, Lee Kyung-mi
General CEO Recommendation Committee	Nominate and manage qualifying General CEO candidates	Non-executive director 1, Outside Directors 2	Nam Seung-woo(Chairperson), Youn Jang-bae, Cho Wha-joon

재무정보
Company name	Date of appointment	Contract period	Recent opinions
Samil PwC	February 12, 2015	2015-2017 (3 years)	Proper (2017)
Samjong KPMG	February 18, 2018	2018-2020 (3 years)	Proper (2018)

재무정보
Classification	Name	Date of appointment	Term	Background	Note
Independent Directors	Choi Jong-hag	March 2019	March 2019 - March 2022	Ph.D., University of Illinois at Urbana-Champaign MBA and BA, Seoul National University Independent Director of Franklin Templeton Investments Independent Director of Traston Asset Independent Director of Cube Entertainment Member of the Asset Operation Committee of Government Exployees Pension Service Member of the Asset Operation Committee of Teacher's Pension Currently Professor at Seoul National University Business School Currently Development Fund Director of Seoul National University and member of Seoul National University Fund Management Committee	Member of the Independent Director Candidate Recommendation Committee Chairperson of the Audit Committee Member of the Strategy Committee
	Won Chul-woo	March 2017	March 2017 - March 2020	Head of the DuPont Paint Department in the Asian region President of DuPont Korea Chairperson of ATMI Asia Currently a business consultant	Member of the Compensation Committee Chairperson of the Independent Director Candidate Recommendation Committee Member of the Audit Committee Chairperson of the ESG Committee
	Kim Young-june	March 2019	March 2019 - March 2022	Deputy Chief Prosecutor of the Chuncheon District Prosecutor’s Office First Deputy Chief Prosecutor of the Suwon District Prosecutor’s Office Research Fellow at the Institute of Justice Trial Director and Deputy Chief Prosecutor of the Seoul High Prosecutor’s Office Chief Prosecutor of the Changwon District Prosecutor’s Office Commissioner of Korea Immigration Service of the Ministry of Justice Currently Chief attorney of Samwoo	Member of the Compensation Committee Member of the Independent Director Candidate Recommendation Committee Member of the Audit Committee
	Cho Wha-joon	March 2019	March 2019 - March 2022	Indiana University Ph.D KT IRO KTF CFO Officer in charge of funds at KT KTDS CFO BC Card CFO KT Capital CEO Currently Auditor of Mercedes Benz Financial Services Korea	Member of the Independent Director Candidate Recommendation Committee Member of the Audit Committee Member of the ESG Committee Member of the General CEO Recommendation Committee

2016
2017
2018
2019

2019

(Date: March 25, 2016)

재무정보
Number of Issued Shares	Number of shares with the right to vote	Number of shares that attended the shareholders’ meeting (and exercised the right to vote)	Number of shares owned by major shareholders and persons with a special relationship among the number of shares that attended the shareholders’ meeting (and exercised the right to vote)	Number of shares excluding those owned by major shareholders and persons with a special relationship among the number of shares present at the shareholders’ meeting (and exercised the right to vote)	Votes exercised by shares excluding those owned by major shareholders and persons with a special relationship among the number of shares that attended the shareholders’ meeting (and exercised the right to vote)
3,809,095	3,724,125	3,230,895	2,438,111	792,784	24.54%

재무정보
Consenting Votes and Dissenting Votes for Each Bill	Consenting votes	Dissenting votes	Note
Consenting Votes and Dissenting Votes for Each Bill	Percentage among the total shares present	Percentage among the total shares present	Note
Bill No. 1: about the approval of the 32nd statement of financial position, the statement of comprehensive income, and appropriation of retained earnings (proposal)	99.8%	0.2%	Passed as the original bill
Bill No. 2: about the modification of the Articles of Association	88.4%	11.6%	Passed as the original bill
Bill No. 3: about the appointment of directors	89.9%	10.1%	Passed as the original bill
Bill No. 4: about the appointment of the members of the Audit Committee	71.5%	28.5%	Passed as the original bill
Bill No. 5: about the approval of the ceiling of the wages of directors	100.0%	0.0%	Passed as the original bill
Bill No. 6: about the revision of the company rules regarding retirement allowance for executives	88.1%	11.9%	Bills No. 1~5: passed without amendment The provision about “the limitation on the retirement allowance payment” was added to the original bill at the proposal of the Chairperson at the shareholders’ meeting.

※Number of shares present: the number of shares that attended the meeting with the right to vote (for Bill No. 1) among the total number of ordinary shares with the right to vote announced during the declaration of the opening
(The number of shares with the right to vote varies by bill due to pertinent laws and regulations and the number of shares present may differ accordingly.)

(Date: March 30, 2017)

재무정보
Number of Issued Shares	Number of shares with the right to vote	Number of shares that attended the shareholders’ meeting (and exercised the right to vote)	Number of shares owned by major shareholders and persons with a special relationship among the number of shares that attended the shareholders’ meeting (and exercised the right to vote)	Number of shares excluding those owned by major shareholders and persons with a special relationship among the number of shares present at the shareholders’ meeting (and exercised the right to vote)	Votes exercised by shares excluding those owned by major shareholders and persons with a special relationship among the number of shares that attended the shareholders’ meeting (and exercised the right to vote)
3,809,095	3,724,125	3,390,338	2,438,111	952,227	28.09%

재무정보
Consenting Votes and Dissenting Votes for Each Bill	Consenting votes	Dissenting votes	Note
Consenting Votes and Dissenting Votes for Each Bill	Percentage among the total shares present	Percentage among the total shares present	Note
Bill No. 1: about the approval of the 33rd financial statements	99.9%	0.1%	Passed as the original bill
Bill No. 2: about the partial modification of the Articles of Association	86.4%	13.6%	Passed as the original bill
Bill No. 3-1: about the appointment of Gwon Hyeok-hi as Executive Director	100.0%	0.0%	Passed as the original bill
Bill No. 3-2: about the appointment of Won Cheol-woo as Independent Director	97.6%	2.4%	Passed as the original bill
Bill No. 3-3: about the appointment of Yun Jang-bae as Independent Director	97.6%	2.4%	Passed as the original bill
Bill No. 4: about the appointment of the members of the Audit Committee	81.5%	18.5%	Passed as the original bill
Bill No. 5: about the approval of the ceiling of the wages of directors	100.0%	0.0%	Passed as the original bill

※Number of shares present: the number of shares that attended the meeting with the right to vote (for Bill No. 1) among the total number of ordinary shares with the right to vote announced during the declaration of the opening
(The number of shares with the right to vote varies by bill due to pertinent laws and regulations and the number of shares present may differ accordingly.)

(Date: March 30, 2018)

재무정보
Number of Issued Shares	Number of shares with the right to vote	Number of shares that attended the shareholders’ meeting (and exercised the right to vote)	Number of shares owned by major shareholders and persons with a special relationship among the number of shares that attended the shareholders’ meeting (and exercised the right to vote)	Number of shares excluding those owned by major shareholders and persons with a special relationship among the number of shares present at the shareholders’ meeting (and exercised the right to vote)	Votes exercised by shares excluding those owned by major shareholders and persons with a special relationship among the number of shares that attended the shareholders’ meeting (and exercised the right to vote)
3,809,095	3,724,125	2,883,453	2,279,009	604,444	20.96%

재무정보
Consenting Votes and Dissenting Votes for Each Bill	Consenting votes	Dissenting votes	Note
Consenting Votes and Dissenting Votes for Each Bill	Percentage among the total shares present	Percentage among the total shares present	Note
Bill No. 1: Approval of 34th financial statements	99.8%	0.2%	Passed as the original bill
Bill No. 2: Amending a part of the Articles of Association	99.3%	0.7%	Passed as the original bill
Bill No. 3-1: Appointment of Nam Seung-Woo as an other non-executive director	100.0%	0.0%	Passed as the original bill
Bill No. 3-2: Appointment of Lee Sang-Boo as an executive director	83.2%	16.8%	Passed as the original bill
Bill No. 3-3: Appointment of Lee Woo-Bong as an executive director	83.2%	16.8%	Passed as the original bill
Bill No. 3-4: Appointment of Chang Jae-Seong as an Outside Directors (Independent Directors)	83.2%	16.8%	Passed as the original bill
Bill No. 4: Approval on director compensation limit	100.0%	0.0%	Passed as the original bill

※Number of shares present: the number of shares that attended the meeting with the right to vote (for Bill No. 1) among the total number of ordinary shares with the right to vote announced during the declaration of the opening
(The number of shares with the right to vote varies by bill due to pertinent laws and regulations and the number of shares present may differ accordingly.)

(Date: March 29, 2019)

재무정보
Number of Issued Shares	Number of shares with the right to vote	Number of shares that attended the shareholders’ meeting (and exercised the right to vote)	Number of shares owned by major shareholders and persons with a special relationship among the number of shares that attended the shareholders’ meeting (and exercised the right to vote)	Number of shares excluding those owned by major shareholders and persons with a special relationship among the number of shares present at the shareholders’ meeting (and exercised the right to vote)	Votes exercised by shares excluding those owned by major shareholders and persons with a special relationship among the number of shares that attended the shareholders’ meeting (and exercised the right to vote)
4,212,553	4,127,583	3,313,702	2,310,912	1,002,790	30.26%

재무정보
Consenting Votes and Dissenting Votes for Each Bill	Consenting votes	Dissenting votes	Note
Consenting Votes and Dissenting Votes for Each Bill	Percentage among the total shares present	Percentage among the total shares present	Note
Bill No. 1: Approval of 35th financial statements	99.8%	0.2%	Passed as the original bill
Bill No. 2: Amending a part of the Articles of Association	100.0%	0.0%	Passed as the original bill
Bill No. 3: Stock split Decision	100.0%	0.0%	Passed as the original bill
Bill No. 4-2: Appointment of Cho Wha-joon as an Outside director (Independent Director)	97.3%	2.7%	Passed as the original bill
Bill No. 4-3: Appointment of Choi Jong-hag as an Outside director (Independent Director)	99.9%	0.1%	Passed as the original bill
Bill No. 4-4: Appointment of Kim Young-june as an Outside director (Independent Director)	99.9%	0.1%	Passed as the original bill
Bill No. 4-5: Appointment of Lee Kyung-mi as an Outside director (Independent Director)	99.9%	0.1%	Passed as the original bill
Bill No. 5-1: Appointment of Choi Jong-hag as a member of the Audit Committee	99.7%	0.3%	Passed as the original bill
Bill No. 5-2: Appointment of Cho Wha-joon as a member of the Audit Committee	88.2%	11.8%	Passed as the original bill
Bill No. 5-3: Appointment of Kim Young-june as a member of the Audit Committee	99.7%	0.3%	Passed as the original bill
Bill No. 6: Approval on director compensation limit	89.8%	10.2%	Passed as the original bill

※Number of shares present: the number of shares that attended the meeting with the right to vote (for Bill No. 1) among the total number of ordinary shares with the right to vote announced during the declaration of the opening
(The number of shares with the right to vote varies by bill due to pertinent laws and regulations and the number of shares present may differ accordingly.)

2016

2016

(Date: June 16, 2016)

재무정보
Number of Issued Shares	Number of shares with the right to vote	Number of shares that attended the shareholders’ meeting (and exercised the right to vote)	Number of shares owned by major shareholders and persons with a special relationship among the number of shares that attended the shareholders’ meeting (and exercised the right to vote)	Number of shares excluding those owned by major shareholders and persons with a special relationship among the number of shares present at the shareholders’ meeting (and exercised the right to vote)	Votes exercised by shares excluding those owned by major shareholders and persons with a special relationship among the number of shares that attended the shareholders’ meeting (and exercised the right to vote)
3,809,095	3,724,125	3,283,939	2,438,111	845,828	25.76%

재무정보
Consenting Votes and Dissenting Votes for Each Bill	Consenting votes	Dissenting votes	Note
Consenting Votes and Dissenting Votes for Each Bill	Percentage among the total shares present	Percentage among the total shares present	Note
Bill No. 1: about the appointment of directors	99.996%	0.004%	Passed as the original bill
Bill No. 2: about the appointment of the members of the Audit Committee	99.98%	0.02%	Passed as the original bill

※Number of shares present: the number of shares that attended the meeting with the right to vote (for Bill No. 1) among the total number of ordinary shares with the right to vote announced during the declaration of the opening
(The number of shares with the right to vote varies by bill due to pertinent laws and regulations and the number of shares present may differ accordingly.)

Information on Corporate Governance

Evaluation Grade of Pulmuone’s Corporate Governance
Differences with Best Practices of Corporate Governance

재무정보
Year	2015	2016	2017	2018
Overall	B+	A	A+	A+
Environmental	B+	A	A	A
Social	B+	A+	A	A
Governance	B+	A	A+	A+

※ Evaluation organization: Korea Corporate Governance Service

※Outside Directors (Independent Directors)

재무정보
Recommendations Based on Best Practices	Whether such recommendations were adopted	Note
Introduction of the Corporate Governance Charter	Ο
Adoption of the Code of Ethics for the Board of Directors and employees	Ο
Adoption of the concentrated voting system and its announcement	X
Announcement of whether Independent Directors form the majority of the Board of Directors	Ο	Independent Directors 7, Executive Directors 3, Non-executive Directors 1
Separation of the CEO and Chairperson of the Board of Directors or appointment of senior Independent Directors	Ο	Separation of the CEO and Chairperson of the Board of Directors
Announcement of the details of the Board’s activities, the Board’s attendance rate, and whether major items on the agenda were passed	Ο
Composition of the Director Candidate Recommendation Committee	Ο	Independent Directors 4
Composition of the Compensation Committee	Ο	Independent Directors 4
Announcement of whether the Audit Committee is fully composed of Independent Directors	Ο	Independent Directors 4
Adoption of rules and regulations for the roles and operating procedures of the Board of Directors and its Committees	Ο
Joining of compensation liability insurance for directors at the company’s expense	Ο	Joined in December 2018
Evaluation of the activities of the Board of Directors	Ο
Maintenance of independence of Outside Auditors	Ο
Verification of the accuracy and integrity of financial reports made by the CEO and CFO	Ο
Explanation about the differences from the Best Practices	Ο
Announcement (in Korean and English) of the audit report and important notices	X	Announcements in Korean

Pulmuone’s Transparent Management

재무정보
1. Ground Rules for Taxes	Pulmuone will continue to strive to comply with the tax laws and regulations of Korea and abroad and to always remain fair and transparent regarding tax affairs. Pulmuone will closely cooperate with taxation authorities and remain committed to faithfully performing our legal obligation of tax payment without hiding, distorting, and exaggerating facts based on the corporate philosophy of upright management, the principle of good faith, and respect for others at all times. Pulmuone will make sure to actively respond to the tax policies of different countries and comply with them without failure.
2. Tax Risk Management	Pulmuone will work to minimize all unanticipated tax risks in all our business activities. To this end, we will reinforce the system to monitor and review compliance, provide training to our employees, and establish integrated standards on a corporate level. We will also frequently seek the advice of and cooperate with outside experts to identify tax risks in advance and improve our tax affair policies. We will stringently perform our duty regarding tax affairs and meet all deadlines for taxes and dues. We will archive and keep all documented evidence of our business activities and grounds for decision-making.
3. Elimination of Tax Avoidance	Pulmuone will ensure the operation of upright investment and business systems that remain faithful to the objectives of tax laws and regulations in all our business activities with third parties and persons with a special relationship. We will maintain fair prices in trades with third parties and persons with a special relationship in accordance with the pertinent local laws and regulations in Korea, while maintaining fair prices in accordance with the OECD guidelines and BEPS standards for all international trades. We do not use tax havens to avoid taxes.

(Unit : KRW million)

재무정보
Classification	FY2017	FY2018	FY2019
Revenue	2,195,658	2,271,973	2,381,451
Operating Profit	52,779	40,248	30,571
Corportate tax	21,290	14,952	14,422

- Corporate tax paid by Pulmuone totaled 144.2 billion won in 2019, increased by 6.8% from 135.1 billion won in 2018.

(Unit : KRW million)

재무정보
Classification	FY2018	FY2019	Two-year average
Pre-Tax Profit	24,485	6,886
Nominal amount of tax*	13,505	14,422
Nominal rate of tax	55.2%	209.4%	132.3%
Real amount of tax**	12,257	15,418
Real rate of tax	50.1%	223.9%	137.0%

* Nominal amount of tax : Corporate tax according to applied tax rates
** Real amount of tax : Corporate tax recognized net income or loss

2019 tax information by country (Unit: KRW million)

국가별 2019 조세정보
Classification	Revenue	Operating Profit	Corporate Tax*
Korea	2.727.581	69,802	14,693
USA	213,101	(19,468)	-
China	38,167	(5,855)	-
Japan	117,785	(10,652)	-
Vietnam	-	-	-
etc**	(715,183)	(3,255)	(271)
Total	2,381,451	30,571	14,422

* Criteria for accrual based on K-IFRS
** Reflects internal transactions and consolidation adjustments between consolidated entities
※ In the case of total amount. A difference occurs due to rounding

The transfer price refers to the price applied to an international transaction of raw materials, products, and services with overseas subsidiaries or affiliates. Global companies often adjust the transfer price to alleviate their tax burden, which is arising as an issue in the industrial sector. Upholding our principles of transparent and sincere tax payment, Pulmuone prohibits transfer pricing in favor of the company under any circumstance. We set the transfer price strictly in accordance with the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations and local tax laws in each country. We therefore pay tax under the national tax law for our business profits. As of 2019, our overseas subsidiaries are located in the USA, China, and Japan. We comply with the tax laws, principles, and standards in each of these countries.

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