Corporate Governance

Introduction of the Company’s internal systems and governing bodies to coordinate
and control the interests of the shareholders, the management and the employees
: all the entities who are participating in Hanwha Systems’ business management directly or indirectly.

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Board of Directors Operation Status

2022

Board of Directors Operation Status(2022)
Meeting Rounds Meeting Date Agenda Director Attendance Internal/Outside Voting result
1 2022.01.25 1) Revision of Directors’ Remuneration Regulations 7 Directors out of total
7 members attended 		3 Internal Directors
4 Outside Directors 		Approved
unanimously
Report) Additional Appointments of Outside Directors
Report) Disclosure of Year 2021 Q4 Performance
2 2022.02.22 1) Change in Year 2022 Q1 Approved Self-Dealing Amount by Directors, etc. 6 Directors out of total
6 members attended 		2 Internal Directors
4 Outside Directors 		Approved
unanimously
2) Extending the MOU period for asset transactions with affiliates
3) OneWeb equity investment structure change
4) Investment in Overseas Subsidiaries(Hanwha Systems UK) shares acquisition
5) Investment in Overseas Subsidiaries(Hanwha Systems USA) shares acquisition
6) Approval on the Subjects to which RSU(Restricted Stock Units) are provided as well as RSU Amount
7) Approval of the 22nd Term Financial Statement [Including the Statement of Appropriation of Retained Earnings]
8) Implementation of Electronic Voting System
9) Convening of the 22nd Ordinary General Shareholders' Meeting and Agenda Decision
9.1 Approval of the 22nd Term Financial Statement [Including the Statement of Appropriation of Retained Earnings]
9.2 Partial changes in Articles of Incorporation
9.3 Appointment of Directors
9.3.1 Appointment of Executive Director, Mr. Sung Chul Eoh
9.3.2 Appointment of Executive Director, Mr. An Sik Yoon
9.3.3 Appointment of Executive Director, Mr. Yong Wook Lee
9.3.4 Appointment of Outside Director, Ms. Hyeong Ju Hwang
9.4 Approval of the Cap on Directors' Compensation
Report) Report of Internal Accounting Management System Operation Status
Report) Audit Committee's Report and Assessment on Internal Accounting Management System Operation Status
Report) Result of Outside Director Candidate Selections
Report) Approval on Directors' Compensation Cap
Report) Submission of Conduct of Business Ethics Pledge for the Transactions with DAPA
3 2022.03.24 1) Reappointment of CEO 9 Directors out of total
9 members attended 		4 Internal Directors
5 Outside Directors 		Approved
unanimously
2) Appointment of ESG Committee Members
3) Appointment of Outside Director Candidate Recommendation Committee Members
4) Appointment of Compensation Committee Members
5) Establishment of Year 2022 Workplace Safety and Health Plan
6) Modification of approved transaction amounts concerning the transactions with Affiliated Persons
7) Approval on Year 2022 Q2 self-dealing transactions by Directors, etc.
8) Modifications of Board of Directors Meeting Rules
9) Appointment of the Chairperson (Person with the authority to convene)
4 2022.04.28 1) Change in Year 2022 Q2 Approved Self-Dealing Amount by Directors, etc. 9 Directors out of total
9 members attended 		4 Internal Directors
5 Outside Directors 		Approved
unanimously
Report) Disclosure of Year 2022 Q1 Performance
Report) Approval of transactions of beneficiary certificates with Affiliated Person
Report) Year 2022 Q1 Financial Statements(Provisionary)
5 2022.05.30 1) Appointment of Compliance Officer 9 Directors out of total
9 members attended 		4 Internal Directors
5 Outside Directors 		Approved
unanimously
2) Appointment of Fair Trade Compliance Manager

2021

Board of Directors Operation Status(2021)
Meeting Rounds Meeting Date Agenda Director Attendance Internal/Outside
1 2021.01.21 1) Set-up of Compensation committees and approval of appointed compensation committees members 7 Directors out of total
7 members attended 		3 Internal Directors
4 Outside Directors
2) Approval of Compensation committees Regulations
2 2021.02.19 Report) Report of Internal Accounting Management System Operation Status 7 Directors out of total
7 members attended 		3 Internal Directors
4 Outside Directors
Report) Audit Committee's Report and Assessment on Internal Accounting Management System Operation Status
Report) Compesation Committee and Appointment of Outside Director Recommendation Committe Chairman
Report) Approval on Directors' Compensation Cap
Report) Result of Outside Director Candidate Selections
Report) Submission of Conduct of Business Ethics Pledge for the Transactions with DAPA
Report) FY 2020 Q4 Performance Disclosures
1) Approval of the 21st Term Financial Statements and Operating Report
2) Introduction Electronic Voting System
3) Change in Year 2021 Q1 Approved Self-Dealing Amount by Directors, etc.
4) Revision of Director's Renumeration Regulations
5) Approval on the Subjects to Receive RSU(Restricted Stock Units) and RSU Amount
6) Convening of the 21st Ordinary General Shareholders' Meeting and Agenda Decision
6.1 Approval of the 21st Term Financial Statement [Including the Statement of Appropriation of Retained Earnings]
6.2 : Appointment of Directors
6.2.1 Appointment of Executive Director, Mr. Youn Chul Kim
6.2.2 Appointment of Outside Director, Mr. Joo Jae Lim
6.2.3 Appointment of Outside Director, Mr. Hyo Bok Bang
6.2.4 : Appointment of Outside Director, Mr. Sung Chill Hong
6.3 Appointment of Outside Director, Mr. Seong Su Hong, as an Auditor
6.4 4 : Appointment of Auditors
6.4.1 Appointment of Auditor, Mr. Joo Jae Lim
6.4.2 Appointment of Auditor. Mr, Sung Chill Hong
6.5 Approval of the Cap on Directors' Compenstation
3 2021.03.23 1) Reappointment of CEO 7 Directors out of total
7 members attended 		3 Internal Directors
4 Outside Directors
2) Reappointment of Internal Transaction Committee Members
3) Reappointment of Outside Director Candidate Recommendation Committee Members
4) Reappointment of Compensation Committee Members
5) Satellite Communication Business, Establishment of U.S. Corporation
6) Establishment of Safety and Health at Work Plan
7) Correction of Branch Office's Registration Matters
8) Change in Approved Amount for Self-dealings by Directors, etc., for Year 2021 1st Quarter
9) Approval of Self-Dealings by Directors, etc.,for Year 2021 2nd Quarter
10) Approval of Large Scale, Internal Self-dealings for Year 2021 2nd Quarter
Report) Hanwha Systems' ESG Agenda and Improvement Plans
4 2021.03.29 1) Approval on Paid-in Capital Increase 7 Directors out of total
7 members attended 		3 Internal Directors
4 Outside Directors
5 2021.03.30 1) Approval on Affilicated Persons' Participation In Paid-in Capital Increase 7 Directors out of total
7 members attended 		3 Internal Directors
4 Outside Directors
6 2021.05.06 Agenda No. 1. Revision of Director's Renumeration Regulations 7 Directors out of total
7 members attended		 3 Internal Directors
4 Outside Directors
Agenda No. 2. Change in Approved Amount for Self-dealings by Directors, etc., for Year 2021 1st Quarter
Report) Year 2021 Q1 Financial Statements(Provisionary)
Report) Disclosure of Year 2021 Q1 Performance
7 2021.06.22 Agenda No. 1. Foundation of ESG Committee and appointment of ESG Committee Members 7 Directors out of total
7 members attended		 3 Internal Directors
4 Outside Directors
Agenda No. 2. Establishment of ESG Committee Regulations
Agenda No. 3. Approval on Year 2021 Q3 self-dealing transactions by Directors, etc
Agenda No. 4. Change in approved transaction amounts concerning the transactions with Person with Special Interest
Report) Yearly Operation Plan for Year 2021 Internal Accounting Management System
Report) Approval on Year 2021 Q3 large scale internal transactions
Report) Approval on Year 2021 Q3 transaction limit concerning transactions with Hanwha Group’s affiliates in financial sector
8 2021.07.07 Agenda No. 1. Revision of Director's Renumeration Regulations 7 Directors out of total
7 members attended		 3 Internal Directors
4 Outside Directors
Report) Defense Costing Internal Control Operation Status
Report) Disclosure of Year 2021 Q2 Performance
9 2021.08.12 1. Investment in overseas company's shares 7 Directors out of total
7 members attended		 3 Internal Directors
4 Outside Directors
2. Decision on Acquisition of Convertible Note Related to Stocks in Overair, Inc
3. 2021 Q3, changes to approved self-dealing transactions by Directors, etc.
Report) Year 2021 Q2 Financial Statements
10 2021.09.01 1. Appointment of new representative director(CEO) 7 Directors out of total
7 members attended		 3 Internal Directors
4 Outside Directors
11 2021.09.15 Agenda No. 1. Signing of MOU for asset transactions with affiliated companies 7 Directors out of total
7 members attended		 3 Internal Directors
4 Outside Directors
Agenda No. 2. Approval on Year 2021 Q4 self-dealing transactions by Directors, etc. Report : Progress Status of TechFin business
Report) Progress Status of TechFin business
Report) Signing of joint venture contract
Report) Approval on Year 2021 Q4 large scale internal transactions
Report) Approval on Year 2021 Q4 transaction limit concerning transactions with Hanwha Group affiliates in financial sector
12 2021.10.13 Agenda No. 1 :  Investment in other company's shares acquisition 7 Directors out of total
7 members attended		 3 Internal Directors
3 Outside Directors
Report) Year 2021 Q3 performance disclosure results
13 2021.11.9 Agenda No. 1 : Incorporation of overseas subsidiary 7 Directors out of total
7 members attended		 3 Internal Directors
3 Outside Directors
Report) Year 2021 Q3 Financial Statements(Provisionary)
14 2021.12.23 Agenda No. 1: Approval on Year 2022 Q1 self-dealing transactions by Directors, etc. 7 Directors out of total
7 members attended		 3 Internal Directors
4 Outside Directors
Agenda No. 2: Approval on transactions with Related Parties for Year 2022
Agenda No. 3: Extension of Loan Maturity for Year 2022 and Entrusting of New Loan
Report) Result of Year 2021 Compliance Control
Report) Changes of large-scale internal transaction(goods and services) amounts in Q4 of 2021
Report) Approval on Year 2021 Q4 large-scale internal transactions(goods and services)
Report) Approval on Year 2022 Q1 large-scale internal transactions(goods and services)
Report) Approval of brand license in 2021
Report) Approval on Year 2022 Q1 transaction limit concerning transactions with Hanwha Group’s affiliates in financial sector
Report) Approval of insurance transactions with Related Parties

2020

Board of Directors Operation Status(2020)
Meeting Rounds Meeting Date Agenda Director Attendance Internal/Outside
1 2020.01.21 1) 2020 Q1, changes to the amounts of self-dealing transctions by Directors, etc. 7 Directors out of total
7 members attended 		3 Internal Directors
4 Outside Directors
2) Revision of internal accounting management regulations
Report) Operation Result of Year 2019 Internal Accounting Management System
2 2020.02.19 1) Introduction of RSU(Restricted Stock Units) system 7 Directors out of total
7 members attended 		3 Internal Directors
4 Outside Directors
2) Approval on the scope of RSU recepients and RSU amounts
3) Revision of Directors' compensation regulations
4) Introduction of electronic voting system
5) Approval of the 20th term(year 2019) financial statements
6) Resolution of convening the 20th General Stockholders' Meeting
6-1. Approvsal of the 20th term (year 2019) financial statements
6-2. Partly revision of Articles of Incorporation
6-3. Appointment of Executive Director Kyung Han Kim
6-4. Appointment of Executive Director Sung Chul Eoh
6-5. Approval of Directors' compensation limits
6-6. Revision of Directors' severance payment regulations
3 2020.03.23 1) 2020 Q1, changes to approved amounts for large scale internal transaction 7 Directors out of total
7 members attended 		3 Internal Directors
4 Outside Directors
2) 2020 Q2, approval for large scale internal transaction
3) 2020 Q1, changes to approved amounts for self-dealing transactions by Directors, etc.
4) 2020 Q2, approval for self-dealing transactions by Directors, etc.
5) Year 2020, changes to approved transaction amounts with special interest persons
6) Entrusting of new loans decision to CEO (Rejected)
7) Appointment of committee members to recommend outside director candidates
8) Stock buy back
Report) Year 2020 Corporate Ethics Pledge to be signed
4 2020.05.11 1) Entrusting of new loans decision to CEO 7 Directors out of total
7 members attended 		3 Internal Directors
4 Outside Directors
2) 2020 Q2 Changes to approved amounts for self-dealing transactions by Directors, etc.
Report) Year 2020 Q1 Financial Statements(Provisionary)
Report) Disclosure of Year 2020 Q1 Performance
5 2020.06.02 1) Incorporation of overseas subsidiary and investment 7 Directors out of total
7 members attended 		3 Internal Directors
4 Outside Directors
6 2020.06.30 1) 2020 Q2, changes to approved amounts for self-dealing transactions by Directors, etc. 7 Directors out of total
7 members attended		 3 Internal Directors
4 Outside Directors
2) 2020 Q3, approval for self-dealing transactions by Directors, etc.
3) Year 2020, changes to approved transaction amounts with special interest persons
Report) 2020 Q3, approval for large scale internal transaction
7 2020.08.10 1) Relocation of branch 7 Directors out of total
7 members attended		 3 Internal Directors
4 Outside Directors
2) Year 2020 Q3, changes to approved amounts for self-dealing transactions by Directors, etc.
Report) Year 2020 Q2, diclosed results
8 2020.09.24 1) Year 2020 Q3, changes to approved amounts for self-dealing transactions by Directors, etc. 7 Directors out of total
7 members attended		 3 Internal Directors
4 Outside Directors
2) Year 2020 Q4, appoval for self-dealing transactions by Directors, etc.
3) Liquidation of logistics corporation in Japan
Report) Year 2020 Q4, large amount, internal transcations
9 2020.10.23 1) Plan to secure a foothold to advance into the global market 7 Directors out of total
7 members attended		 3 Internal Directors
4 Outside Directors
2) Year 2020 Q4, chagned on approved amounts for self-dealing transactions by Directors, etc.
Report) Year 2020 Q3, disclosure results
10 2020.11.10 1) Year 2020 Q4, changed to approved amounts for self-dealing transactions by Directors, etc. 7 Directors out of total
7 members attended		 3 Internal Directors
4 Outside Directors
Report) Year 2020 Q3 Financial Statements(Provisional)
Report) Progress on internal accounting management system enhancement
11 2020.12.23 1) Investment in overseas company's shares 7 Directors out of total
7 members attended		 3 Internal Directors
4 Outside Directors
2) Acquisition of treasury shares
3) Revision of Director's Remuneration Regulations
4) Revision of Outside Director Appointment Regulations
5) Change in approved amounts for self dealings by Directors, etc., for Year 2020 Q4
6) Approval of self-dealings by Directors, etc., for Year 2021 Q1
7) Approval of transactions with Affiliated Persons in Year 2021
8) Extension of Loan Maturity for Year 2021 and Entrusting of New Loan
Report) Result of Year 2020 Compliance Control
Report) Year 2021 Q1 Large-scale Internal Transaction

2019

Board of Directors Operation Status(2019)
Meeting Rounds Meeting Date Agenda Director Attendance Internal/Outside
1 2019.01.18 1) Incorporation of the Company’s branch in Vietnam 6 Directors out of total
6 BOD members attended		 6 Internal Directors
2 2019.03.04 1) Convocation of annual meeting of shareholders 6 Directors out of total
6 BOD members attended		 6 Internal Directors
2) Approval of 19th term(Year 2018) financial statements and Business Report)
3) Resolution on regular dividend
4) Revision of internal accounting rules and report of operating status
5) Reappointment of the representative director (CEO)
3 2019.03.28 1) 2019 Q1, changes to approved self-dealing transactions by Directors, etc. 6 Directors out of total
6 BOD members attended 		6 Internal Directors
2) 2019 Q2, self-dealing transactions by Directors, etc.
3) 2019 Q1, disclosure of change in large scale internal transactions
4) 2019 Q2, disclosure of large scale internal transactions(scheduled)
4 2019.05.21 1) Convocation of extraordinary general meeting of stockholders 6 Directors out of total
6 BOD members attended		 6 Internal Directors
2) Approval of stock split
3) Approval of proposed amendment to the Company’s Articles of Incorporation
5 2019.06.12 1) Amendment to Board of Directors Regulation 7 Directors out of total
7 BOD members attended		 3 Internal Directors
4 Outside Directors
2) Revision of Director’s remuneration regulation
3) Appoint of Compliance Officer
4) Set-up of Audit Committee and approval of appointed Audit Committee members
5) Set-up of Outside Director Candidate Recommendation Committee and approval of appointed committee members
6) Set-up of Internal Transaction Committee and approval of appointed committee members
6 2019.06.26 1) Issuance of corporate bond 7 Directors out of total
6 BOD members attended		 3 Internal Directors
3 Outside Directors
2) Disclosure of large scale internal transactions in the 3rd quarter of 2019
3) Approval of self-dealing by Directors, etc. in 3rd quarter of 2019
4) Approval of Audit Committee Regulation
5) Approval of Outside Director Candidate Recommendation Committee Regulation
6) Approval of Internal Transaction Committee Regulations
7 2019.07.11 1) Approval of new stock investment 7 Directors out of total
7 BOD members attended		 3 Internal Directors
4 Outside Directors
8 2019.07.17 1) Approval on the Company’s stock listing in Korea Stock Exchange’s securities market 7 Directors out of total
7 BOD members attended		 3 Internal Directors
4 Outside Directors
2) Set-up of transfer agent
9 2019.09.23 1) Convocation of extraordinary general stock holders’ meeting 7 Directors out of total
7 BOD members attended		 3 Internal Directors
4 Outside Directors
10 2019.09.23 1) Appointment of new representative director(CEO) 7 Directors out of total
7 BOD members attended		 3 Internal Directors
4 Outside Directors
2) Approval for the change in the member for Outside Director Candidate Recommendation Committee
11 2019.09.25 1) Disclosure of large scale internal transaction (or expected transaction) in the 4th quarter of 2019 7 Directors out of total
7 BOD members attended		 3 Internal Directors
4 Outside Directors
2) Approval of self-dealing (or expected self-dealing) by Directors, etc.
3) Establishment of Compliance Control Standards
4) Issuance of new stocks for initial public offering at securities market
5) Approval on internal transactions with affiliated persons
Report) Submission of Form of Commitment to Ethical Business Conduct to DAPA(Defense Acquisition & Procurement Agency)
12 2019.10.01 1) Revocation of BOD Resolution made on Sep. 25 2019 7 Directors out of total
7 BOD members attended		 3 Internal Directors
4 Outside Directors
2) Issuance of new stocks for initial public offering at securities market
3) Approval on internal transactions with affiliated persons
4) Approval of Hanwha S&C's Carve-out financial statement(2016~2018) for Offering Circular
13 2019.11.18 1) Opening of the US branch office 7 Directors out of total
7 members attended 		3 Internal Directors
4 Outside Directors
2) Revision of Directors' compenstation regulations
14 2019.12.19 1) 2019 Q4, changes to approved amounts for self-dealing transactions by Directors, etc. 7 Directors out of total
7 members attended 		3 Internal Directors
4 Outside Directors
2) 2020 Q1, self-dealing transactions by Directors, etc.
3) 2019 Q4, changes to approved amounts for large scale internal transaction
4) 2020 Q1, disclosure of large scale internal transactions(scheduled)
5) Year 2019 & 2020, approval for transactions with special interest persons
6) Year 2020, resolution of loan maturity extension and entrusting of new loans

2018

Board of Directors Operation Status(2018)
회차 개최일자 의안내용 가결여부
1 2019.01.08 해외현지법인 지급보증 연장 승인의 건 가결
해외현지법인 지급보증 변경의 건 가결
해외현지법인 지급보증 갱신의 건 가결

2017

Board of Directors Operation Status(2017)
회차 개최일자 의안내용 가결여부
1 2019.01.08 해외현지법인 지급보증 연장 승인의 건 가결
해외현지법인 지급보증 변경의 건 가결