INVESTMENT
Internal Information Management Regulations
KOSDAQ listed company standard internal information management regulations
KOSDAQ association / Established on August 28, 2009 / Revised on May 23, 2017
Chapter 1, General Provisions
Article 1. (Purpose)
These regulations are established to ensure prompt and accurate disclosure and prevention of insider training by comprehensively managing internal information of the company and appropriately disclosing it in accordance with the capital market and financial investment business act (hereinafter referred to as the 'Act') and other related regulations.
Article 2. (Definition of terms)
① In these regulations, "internal information" refers to matters that can affect the investment judgement of investors, including the disclosure requirement under part 1 of the KOSDAQ market disclosure regulations (hereinafter referred to as "disclosure regulations") and other matters related to the company's management or financial condition. (amended on May 23, 2017).
② In these regulations, "person in charge of disclosure' refers to a person who can perform the reporting duties on behalf of the company as defined in article 4, paragraph 4 of the Disclosure regulations.
③ In these regulations, "executive" refers to directors (including those falling under any of the subparagraphs of article 401-2, paragraph 1 of the commercial act) and auditors.
④ The definition of terms used in these regulations, other than those defined in paragraphs 1 to 3, shall be in accordance with relevant laws and regulations.
Article 3. (Scope of Application)
Matters related to disclosure, insider trading, and internal information management shall be governed by relevant laws and regulations or the company's articles of incorporation, except as provided in these regulations.
Chapter 2. Management of internal information
Article 4. (Management of internal information)
① Executives and employees shall strictly manage the company's internal information obtained in the course of their duties, and shall not disclose internal information to internal or external parties, except when necessary for business purpose.
② The representative director shall take necessary measures for the management of internal information such as establishing specific criteria for the retention, transfer, destruction, etc. of internal information and related documents.
* In the case of company with executive officers, "representative director" shall be amended to "representative executive officer", and so on. (Addition of a footnote, on May 23, 2017)
Article 5. (Disclosure officer)
① The representative director shall promptly designate a disclosure officer and report to the stock exchange without delay. (Amended on May 23, 2017)
② The disclosure officer shall oversee the establishment and operation of the internal control system for information disclosure and shall perform the following tasks
1. Execution of disclosure;
2. Inspection and evaluation of the operation status of the internal information management system;
3. Review of internal information and determination of whether to disclose;
4. Measures necessary for the operation of the internal information management system, such as education for executives and employees;
5. Supervision and supervision of departments or executives/employees responsible for managing internal information or disclosure tasks;
6. Other tasks recognized by the representative director as necessary for the operation of the internal information management system. anagement system.
③ The disclosure officer shall have the following authorities in carrying out his/her duties;
1. Authority to request submission and inspection of various documents and records related to internal information;
2. Authority to listen to opinions from executives/employees of departments responsible for accounting, audit, or other tasks related to the creation of internal information.
④ The disclosure officer may consult with executives responsible for related tasks and may engage the assistance of experts at the expense of the company, if necessary.
⑤ The disclosure officer shall regularly report the operations status to the internal information management system to the director (or the board of directors).
Article 6 (Disclosure officer)
① The representative director shall promptly designate a disclosure officer and report to the stock exchange without delay. The same applies when changing the disclosure officer. (amended on May 23, 2017)
② The disclosure officer shall perform the following tasks under the direction of the disclosure officer in relation to the management of internal information;
1. Collection, review, and reporting of internal information to the disclosure officer;
2. Tasks necessary for the execution of disclosure;
3. Confirmation and reporting of matters necessary for the management of internal information, such as changes in laws and regulations related to disclosure, to the disclosure office;
4. Other matters recognized by the representative director or the disclosure officer as necessary.
Article 7 (Concentration of internal information)
① Executives and heads of departments shall provide the disclosure officer with information related to the following without delay;
1. Cases where internal information has occurred or is expected to occur (amended on May 23, 2017);
2. Cases where reasons for canceling or changing internal information that has already been disclosed have occurred or are expected to occur (Amended on May 23, 2017);
3. Other cases requested by the disclosure officer.
② The disclosure officer and the representative director shall established an information dissemination system within the company to ensure timely provision of internal information as required in paragraph 1 of this article. (Newly added on May 23, 2017)
Article 7-2 (Management of information related to major shareholders)
The disclosure officer shall smoothly perform the disclosure duties related to major shareholders and the obligations to respond to inquiries from major shareholders by establishing a communication system with major shareholders and providing necessary information to major shareholders as needed.
[Established provision on May 23, 2017]
(Addition of a footnote on May 23, 2017)
Article 7-3 (Concentration of internal information in subsidiary companies)
① If internal information related to the disclosure obligations arises or is expected to arise in a subsidiary company, the company must immediately notify the content to the person responsible for disclosure or the disclosure officer of the company.
② The company shall designate or change a person in the subsidiary company who manages information related to disclosure in order to effectively manage internal information related to the disclosure obligations under paragraph 1, and shall immediately notify the person responsible for disclosure or the disclosure officer of the company of such designation or change.
③ The company may request the submission of relevant materials within the scope necessary for disclosure duties from the subsidiary company.
Article 8 (Provision of internal information to external parties)
① If an officer or employee needs to provide internal information to a counterparty, external auditor, agent, or consultant under a business contract such as legal or management advisory contract for unavoidable reasons, he/she must report the matter to the person responsible for disclosure.
② In case of paragraph 1, the person responsible for disclosure must take necessary measures, such as contracting into a confidentiality agreement related to the relevant internal information.
③ In case where the obligation to disclose fair information arises in accordance with paragraph 1, you must promptly disclose it without delay. (Excluding cases that fall under the exceptions of Article 15 of the disclosure regulations. (Newly added on May 23, 2017)
Chapter 3. Disclosure of internal information
Article 9 (Types of disclosure)
The company's disclosure is classified as follows;
1. Reporting and disclosure of significant management matters according to Chapter 2, Section 1 of the disclosure regulations.
2. Inquiry disclosure according to chapter 2, section 2 of the disclosure regulations.
3. Fair disclosure according to chapter 2, section 3 of the disclosure regulations
4. Voluntary disclosure according to chapter 3 of the disclosure regulations.
5. Submission of securities registration statement, etc. according to chapter 1, section 3 of the securities Act.
6. Submission of business reports etc. according to article 159, article 160, and article 165 of the securities Act and chapter 2, section 4 of the disclosure regulations.
7. Submission of reports on significant matters according to article 161 of the securities Act.
8. Other disclosures required by other laws and regulations.
Article 9-2 (Confirmation of the subject of disclosure)
When determining whether or not the disclosure obligations under these regulations, including fair disclosure, apply, attention should be paid to whether matters that may have a significant impact or may have a significant impact on stock prices or investment judgments are included, as specified in article 6. paragraph 1, item 4 of the disclosure regulations.
[Established provision , May 23, 2017]
Article 10 (Execution of disclosure)
① The person in charge of disclosure must prepare the necessary content and documents and report them to the person responsible for disclosure when a matter subject to disclosure under article 9 occurs.
② The person responsible for disclosure must review the content and documents in accordance with relevant laws and regulations and report to the representative director before making the disclosure.
Article 10-2 (Prompt implementation of disclosure)
The person responsible for disclosure must make their best efforts to ensure that the relevant internal information is disclosed in a timely manner, even if it is before the disclosure deadline under the disclosure regulations, when a matter subject to disclosure under article 9 occurs.
[Established provision May 23, 2017]
Article 11 (Follow-up Measures after disclosure)
The person responsible for disclosure and the disclosure officer must take necessary measures to correct any errors, supplement any omissions, or revise any changes in the disclosed content promptly after the disclosure. (Amended on May 23, 2017)
Article 12 (Coverage requests from Media, etc.)
① When there is a coverage request from media or other parties, the representative director or the public relations officer of the company shall generally respond. If necessary, executives or employees of relevant departments may be allowed to participate in the coverage.
② The company shall consult with the designated public relations officer regarding the distribution of press releases to other media, etc. The public relations officer shall report to the representative director regarding the distribution of press releases as necessary.
③ If the content of the press releases to distributed according to paragraph 2 are subject to fair disclosure, the public relations officer shall disclose the press release before it's distribution. (Added on May 23, 2017).
④ Executives or employees who become aware that the contents of media reports are different from the facts shall report it to the public relations officer. The public relations officer shall report the mater to the representative director and take necessary measures. (Moved from paragraph 3, Article 13)
Article 13 (Investor Relations)
① The representative director shall recognize the responsibility of the company's management to fulfill the duty of disclosure for listed companies on the KOSDAQ market, and shall make efforts to voluntarily and continuously hold investor relations events to establish trust with stakeholders.
② Investor relations events regarding the company's management contents, business plans, and prospects shall be held in consultation with the public relations office.
③ The public relations officer of the disclosure officer shall disclose the date, time, location, and contents of the investor relations event and publish relevant materials on the exchanges' disclosure submission system by the day before the event.
④ All executives and employees of the company shall be cautions not to disclose any non-disclosed information during the investor relations process from the fair disclosure target information. [Amended on May 23, 2017]
Article 13-2 (Rumors)
① When there are rumors circulating in the market the public relations officer shall confirm the truthfulness of the contents of the rumors and whether they correspond to internal information through consultations with relevant departments.
② If the rumors fall under the disclosure obligation according to the disclosure regulations, the public relations officer shall disclose the relevant information
[Established provision on May 23, 2017]
Article 13-3 (Information Request)
① If the company receives a request for information disclosure related to the company from shareholders or stakeholders, the public relations officer shall review the legality of the request and decide whether ot provide the relevant information.
② In order to decide whether to provide the requested information, the public relations officer may seek opinons from the legal department or exteranl legal experts on whether the information may affect investors' investment decisions and stock prices.
③ When providing information according to the decision of paragraph 1, article 12, paragraph 3 shall apply.
[Established provision on May 23, 2017]
Chapter, 4. Regulations on insider trading, etc.
Article 14 (Return of short-term trading profits)
① Directors, officers, and employees designated under article 172, paragraph 1 of the act and article 194 of the enforcement decree shall return to the company any profits (hereinafter referred to as "short-term trading profits") obtained from buying and selling designated securities, etc. within 6 months after the purchase or sale of such securities, etc.
② If a shareholder (including those who own shares other than shares with voting rights or securities deposit receipts) requests the return of short-term trading profits obtained by a person in accordance with paragraph 1, the company must take necessary measures within 2 months from the date of receiving the request.
③ If the securities and futures commission notifies the company of the occurrence of short-term trading profits in accordance with paragraph 1, the person in charge of disclosure must disclose the following information on the company's website without delay;
1. The identify of the person who should return the short-term trading profits.
2. The amount of short-term trading profits
3. The date of receipt of the notification of the occurrence of the short-term trading profits from the securities and futures commission.
4. The plan for claiming the return of short-term trading profits by the company's shareholders.
5. If the company does not make the requested claim within 2 months from the date of receiving the request, the shareholder may claim the return of short-term trading profits on behalf of the company.
④ The period for public disclosure under paragraph 3 shall be 2 years from the date of receipt of the notification of the occurrence of short-term trading profits from the securities and futures commission, or until the date of receipt of the returned short-term trading profits, whichever comes first.
Article 15 (Notification of trading of designated securities, etc.)
Directors, officers, and employees desingatged under article 172, paragraph 1 on the act and article 194 of the enforcement decree shall notify the person in charge of disclosure of trading of desingated securities, etc, and other transactions.
Article 16 (Prohibitiion of use of unpublishsed material information)
Director and employees shall not use or allow others to use unpublished material information (including unpublished material information of affiliated companies) specified in article 174, paragraph 1 of the act for trading of designated securities, etc., and other transactions.
③ If information is provided in accordance with the decision under paragraph 1, article 12, paragraph 3 shall apply. (Established provision May 23, 2017)
Chapter 5 Miscellaneous provisions
Article 17 (Education)
① The person in charge of disclosure and the person in charge of disclosure operations must complete the education on disclosure duties, etc. pursuant to article 36 and article 44, paragraph 5 of the disclosure regulations.
② The person in charge of disclosure must complete the education on disclosure duties, etc. within 3 months from the date appointment or the date of the amendment to the enforcement decree. (newly added May 23, 2017)
Article 18 (Amendment or abolition of regulations)
The amendment or abolition of these regulations shall be carried out by the director. (Amended on May 23, 2017)
Article 19 (Publication of regulations)
These regulations shall be published on the company's website. The same applies when amending the regulations.
Supplementary provision
1. These regulations shall be effective from September 1, 2009.
2. Theses regulations shall be effective from June 7, 2017.
