Governance

The Board of Directors was formed to provide guidance and deliberate on important company agendas, items stipulated by law or in the Articles of Incorporation, details entrusted by general meetings of shareholders, the basic policies of business operations and on essential practices related to business management. The Board of Hankook & Company also oversees the execution of directors' duties and abides by Korean Commercial Law, which mandates that businesses with over two trillion won must possess a Board of Directors wherein half are non-executive directors.

The Board also operates four committees—the Audit, NED Nomination, Management and Internal Transactions Committees. The Articles of Incorporation allows for the creation of additional committees as deemed necessary.

Independent Directors

※ 3-year term as an elected executive director or non-executive director

Hankook & Company Audit Committee consists of three members, all of whom are outside directors (NED).

Hankook & Company has installed an Audit Committee under the Commercial Law in accordance with the Articles of Association and Article 415-2 of the Commercial Act, and the method of composition, etc. are as follows:

Audit Committee Member

※ 3-year term as an elected executive director or non-executive director

The Audit Committee is comprised of the Regular Committee and the Temporary Committee, where the Regular Committee shall convene once every quarter. However, the chairperson reserves the right to postpone or suspend the meeting due to unavoidable circumstances. In this case, the Temporary Committee convenes as necessary.

The Committee is assembled by the chairperson. Each member reserves the right to demand assembly of the Committee by presenting the reason for such to the chairperson. If the chairperson chooses not to assemble the Committee without fair reason, the member who demanded the assembly may convene the meeting by him or herself.

In assembling the Committee, the date of the meeting is decided with notifications sent to each member one week before the date. However, upon agreement by all members, a meeting can be convened at an agreed time.

Resolutions of the Committee are made through the attendance of at least half of the members. However, members can permit participation in resolutions without direct attendance through such means as video conferencing. In such cases, the member(s) concerned is considered to have directly attended the meeting.

Matters to be referenced by the Committee are as  include:

• 1) Those concerning the General Assembly of Shareholders
  • A. Requests for the assembly of a Temporary General Assembly of Shareholders
  • B. Testimonies related to motions and documents of a General Assembly of Shareholders
• 2) Those related to the directors and the Board of Directors
  • A. Reports regarding the Board of Directors
  • B. Writing and submission of audit reports
  • C. Requests for attention regarding actions by directors in violation of the law
  • D. Requests for reports regarding the activities of directors
  • E. Other matters delegated by the Board of Directors
• 3) Those relating to audits
  • A. Examinations of work processes and assets
  • B. Investigations of subsidiaries
  • C. Receipt of reports from directors
  • D. Representations regarding lawsuits between the directors and the company
  • E. Decisions on whether to present a lawsuit when there is a request for such in relation to the directors or a small number of shareholders
  • F. Appointments and changes of external auditor and dismissal approvals
  • G. Receipt of reports by the auditor on unfair acts related to work execution by directors, or facts on violations of legislation or articles of association
  • H. Receipt of reports by the auditor regarding the facts of accounting standard violations by the company
  • I. Plans for and results of audits
  • J. Examinations of the feasibility for implementation of important accounting standards and presentation of changes in estimation methods used in accounting processes
  • K. Evaluations of internal control systems (including the internal accounting management system)
  • L. Evaluations regarding the audit activities of the auditor
  • M. Confirmations of measures related to correction of audit results
  • N. Agreements regarding the appointment of an individual responsible in the internal audit section

Members may demand the attendance of management, related staff and the external auditor in any meeting where such attendance is considered necessary for work execution. And in the case where such attendance is recognized as necessary, members may request advice from outside experts, in which the expenses will be covered by the company.

Meeting minutes are recorded at each Committee meeting. They include the agenda, issues discussed, results, individual opposing and the reasons for the opposition. The members attending the meeting seal or sign the minutes.

As a corporation with over KRW 2 trillion won  in assets, Hankook & Company is required by Clause 8 of 2 of Article 542 to set up a Non-executive Director (NED) Nomination Committee to recommend non-executive director candidates.

Hankook & Company's External Director Candidate Recommendation Committee is composed entirely of outside directors to enhance transparency and objectivity. NED Recommendation Committee consists of Sang-hoon Lee(Chairman), Jae-wan Bahk, Se-jin Min, and Ho-young Lee.

1. Rights

The Committee has the right to recommend non-executive director candidates during the general assembly of shareholders. In deciding on non-executive director candidates, the Committee must include candidates proposed by shareholders who exercise their right for Nomination as stated in Clause 1 of 2 of Article 363 and Clause 1 and 2 of 6 of Article 542 of the Commercial Law.

2. Organization

Committee members may be appointed and dismissed by the Board of Directors, where the Committee must be comprised of two or more directors, and more than half of the total members shall be non-executive directors.

The chairperson represents the Committee and acts as chair during Committee meetings. When the chairperson can no longer fulfill his or her duties due to unforeseen circumstances, a member of the Committee will be selected by the Committee and act as his or her proxy.

The Non-executive Director (NED) Recommendation Committee is summoned by the chairperson. However, in cases where the chairperson cannot fulfill his duty due to an unforeseen situation, his or her proxy may convene meetings.

Each Committee member may request the convening of a Committee meeting by providing a motion and reason to the chairperson. In cases where the chairperson chooses not to convene the Committee without fair reason, the member who requested the meeting can convene the Committee by him or herself.

In summoning the Committee, each member of the Committee must be notified at least one week prior to the meeting date.

Resolutions of the Committee are made through the attendance of over half of current members and by more than half of those members in attendance. The Committee can also pass resolutions without all or part of members directly attending through teleconferencing.

The Committee is responsible for recommendation of external director candidates and other matters in relation to the nomination of external director candidates.

The Committee reserves the right to request the attendance of management, staff or external figures to a meeting if their presence is deemed necessary for effective proceedings, and the Committee must notify each director of matters resolved within two days.

Minutes are recorded for all meetings of the Committee, and should include all proposals and their details and members who have attended should sign or place their seal in the minutes book.

A Human Resources officer shall be appointed as a secretary who shall be in charge of the Committee's affairs under the direction of the Chairperson.

The Management Committee is composed of directors within the company and Non-executive Director, led by Jong Sun Ahn, COO of Hankook & Company.

1. Authority

Through the authority of the Board of Directors to delegate, the Committee may deliberate on and resolve matters other than the following:

• 1) Proposing matters that require approval by a General Meeting of Shareholders;
• 2) Electing and dismissing the representative director;
• 3) Establishing the Committee and electing and dismissing Committee members; and
• 4) Any other matters specified in the Articles of Incorporation.

The Committee may deliberate on matters that require review prior to being referred to the Board of Directors, and may deliberate on and resolve risk management issues and any other daily management-related issues.

2. Composition

Members of the Committee are elected and dismissed by the Board of Directors, and the Committee is composed of at least two directors elected by the Board of Directors.

The Chairperson of Management Committee represents the Committee and acts as the Chairperson of a Committee Meeting. If the Chairperson of the Committee is absent or unable to perform his or her duties, a member shall be appointed by the Committee to vicariously his or her duties.

Meetings are classified as either ordinary meetings or extraordinary meetings. Ordinary meetings in principle are held on the third or fourth Monday of every month; however, if there are unavoidable circumstances, an ordinary meeting may be rescheduled to another date with prior notice. Extraordinary meetings are held when required.

The chairman of the Management Committee can convene Committee meetings. If the chairman of the Committee does not convene a meeting with a lack of reasonable grounds, the member who made the request may convene a meeting of the Committee in any case.

When a Managment Committee meeting is to be convened, the date of meeting may be specified and a notice must be sent to each member of the Committee one (1) week prior to the date of the meeting. If all Committee members have consented, meetings may be held at any time without following the procedure in Section 1.

Resolutions of the Committee shall be made by a majority of members in attendance, and with a majority affirmative vote by those members. The Committee may allow all members, or a part thereof, to participate in resolutions of the Committee by video conference in lieu of attending the meeting in person. In such case, those member(s) may be deemed to have attended the meeting in person.

• Matters referred to the Committee may include the following items delegated by the Board of Directors:
• 1) Deliberating and resolving matters of general management
  • Annual, mid-term or long-term management policies and strategies;
  • Business plans and restructuring;
  • Establishing cooperation, including strategic alliances, with overseas companies;
  • Matters regarding changes in wages, work procedures, and employee benefits;
  • Technology introduction plans and technology grant policies;
  • Annual, mid-term or long-term technology development plans;
  • Plans to alter important facilities and plans for new construction;
  • Establishing, relocating, and removing branches, plants, offices, and other places of business;
  • Establishing, relocating, and withdrawing overseas branches, local corporations, and the like, and;
  • Any other currently important conditions of management.
• 2) Matters related to financial affairs
  • Investing in, increasing capital for, and disposing of invested equity in other corporations (related companies) of not more than 2.5% of equity capital;
  • Investing in facilities of not more than 2.5% of equity capital, and increasing or decreasing short-term borrowings;
  • Guaranteeing liabilities (payments) of not more than 2.5% of equity capital;
  • Acquiring and disposing of tangible assets of not more than 5% of total assets;
  • Approving internal trading (transactions with specially related parties);
  • Approving Subordination Agreements (extension thereof) for overseas corporations;
  • Entering into new agreements for credit, increasing or extending credit limits, and changing the limit of items within the overall limit;
  • Subscribing to officers' compensation liability insurance; and
  • Any other conditions currently related to financial affairs.
• 3) Any other matter that the chairman, or a member of the Committee, finds necessary to take care of.
• 4) If a resolution of the Board of Directors is required under relevant laws, regulations, or the like, it may not be resolved by the Committee.

Where the Committee finds it necessary to perform its duties, it may summon related officers, employees, and third parties to attend a meeting to hear the opinions of Committee members. Minutes shall be executed for all meetings of the Committee and must include the meeting agenda, proceedings, resolutions, persons in opposition to the resolutions, and the grounds for their objection. Members in attendance shall place their names and seals, or sign their names, in the Minutes. The details of resolutions made by the Committee must be reported to the Board of Directors within five days.

Each director who has received a notice on the matters resolved by the Committee may request the chairman of the Board of Directors to convene a meeting of the Board of Directors within two (2) days from the date when the director has received the notice, and the Board of Directors may resolve the issue made by the Committee again. If a director does not request a meeting of the Board of Directors within the period set forth, after the director has received a notice of resolutions of the Committee, the resolutions of the Committee may not be resolved again by the Board of Directors.

The Department Director of the Corporate Management Department acts as the secretary, which shall be responsible for the general affairs of the Committee according to the directions of the chairman of the Committee.

The Internal Transactions Committee is entrusted by the Board of Directors with the right of approval regarding large-scale internal transactions based on Clause 2 of Article 393 of the Commercial Law, Article 43 of the Articles of Association, and Clause 1, Article 11 of the Regulations for the Operation of the Board of Directors to ensure transparency and fair transactions. All matters related to the Committee are decided in accordance with these regulations with the exception of regulations set forth by law, the Articles of Association of the regulations of the Board of Directors.

Hankook & Company's Internal Transaction Committee includes Se Jin Min(Chairman of Committee), Jae Wan Bahk, Ho Young Lee, and Sang Hoon Lee.

The Internal Transaction Committee is re-appointed after the annual Ordinary General Meeting of Shareholders. The Committee members shall serve a term of one (1) year. However, in the event of any interim vacancy in the Committee, the remaining term of the predecessor(s) will be assumed.

1. Duties and Rights

The Internal Transactions Committee has as its counterpart individuals who specialize in laws governing monopoly regulations and fair transactions. It also has the authority to evaluate and approve transactions pertaining to any of the items listed below, and transactions amounting to 5 billion won or more. It is also responsible for evaluating and approving intentions to change other major details of the transactions.

• 1) Fund transactions, including provisional payments, rental fees or similar transactions.
• 2) Marketable securities transactions, including stocks, corporate bonds or similar transactions.
• 3) Asset transactions, including real estate, intangible properties or similar transactions.
• 4) Product or service transactions with relatives or affiliated companies invested in by relatives.
• 5) Large-scale internal transactions conducted under the Fair Transactions Law and the enforcement ordinance of the
  same law.

When the Committee has granted approval according to these regulations, notification of all details is provided to each director. Directors who have been notified can request an assembly of the Board of Directors, and can seek reconsiderations of matters resolved by the Committee.

When evaluation and approval of an agenda is required, the Committee can request relevant company records, including the main details of the related transactions, method of agreements and standards for selection of transaction counterparts.

2. Organization

Members of the Committee is appointed through a resolution of over half of the members of the Board of Directors. The same procedure shall be applied in the case of dismissals.

Comprised of three or more external directors, the Committee is reorganized annually after the convening of the regular general assembly of shareholders. The term of members of the Committee is one year. In case of recruitment for unexpected vacancies, recruited individuals may fulfill the remaining term of the individual replaced.

The Committee may be summoned by the chairperson, whereas each member of the Committee has the right to request assembly of the Committee by stating a motion and reason for such to the chairperson. If the chairperson chooses not to assemble the Committee for over one week without providing a fair reason, the member of the Committee who requested the assembly may convene the meeting by him or herself.

When convening the Committee, the date of the meeting may be decided and notifications made to each member at least seven days prior to the meeting date. When there is agreement among all members of the Committee, the Committee may omit the assembly procedures.

Resolutions relating to the internal transactions of the Committee is made by agreement of over half of the current members of the Committee. Regarding other matters, resolutions may be made if over half of the current members of the Committee are in attendance and if over half of those in attendance agree. If not enough members of the Committee can attend, resolutions can be made through teleconference.

If necessary, the Committee reserves the right to request the attendance of related management, employees or external individuals to meetings when their presence is required for effective proceedings. Minutes may be recorded for all meetings of the Committee, and should include the meeting agenda, procedures and results of the meeting. Any opposition by individuals may be put in writing, and members of the Committee who attended need to sign or place their seal in the minutes book.

When the company concludes an agreement which has a material impact on the company's profits, including large-scale contracts with other affiliated companies where the monetary amount of the transaction is 5 billion won or more, detailed records related to the transaction is to be preserved for a minimum of three years from when the contract takes effect.

Chapter 1. General Principles

Article 1. Statement of Purpose

This employee Code of Ethics (the "Code") is intended to set forth, and govern, the ethical conduct of all individuals employed by Hankook & Company's (the "Company"). Its purpose is to ensure that the company and those acting on its behalf conduct business according to our values and all company policies.

Article 2. Scope

This Code of Ethics applies to all members of Hankook & Company's, as well as to directors, shareholders including vendors those who are in relation with the Company.

Article 3. Terms and Definitions

1. The Company: Hankook & Company Co., Ltd., Hankook Tire & Technology Co., Ltd., and subsidiaries and affiliated companies.
2. Members: All individuals employed by Hankook & Company's including executives and directors.
3. Business Partners: A member, including; customers, vendors, and shareholders, who can affect business operation or be affected by the actions of business as a whole.

Article 4. Authority and Responsibility

1. The Business Ethics Subcommittee and Audit Team have authority and responsibility on Code of Ethics and its practices in the company.
2. Disputes over the interpretation of the Code of Ethics shall be settled by a ruling from the Business Ethics Subcommittee and Audit Team

Chapter 2. Fundamental Ethics for Employees

Article 5. Employee honor and Dignity

1. Employees shall comply with applicable laws and regulations at all levels of government and in anonymous jurisdiction in which the Company does operate.
2. Discrimination and harassment on the basis of race, color, religion, sex, disability, age or national origin or any other protected class are strictly prohibited for all employees.

Article 6. Confidentiality

1. Employees shall record and report all information with accuracy; it may not be fabricated intentionally or negligently.
2. Employees shall not acquire information by unjust means, or use information acquired for improper purpose nor disclose such information to any individual and organization without any authorization.
3. Illegal download and/or use of pirated software are prohibited for all employees.

Article 7. Protection and Proper Use of Company Assets

1. All employees shall protect the Company's assets and ensure their efficient use, and use it only for company.
2. Employees shall protect the Company's proprietary information including intellectual property during employment and or after termination or retirement. Unauthorized use of distribution of all information means the violation of Company policy.
3. Employees shall respect and understand intellectual property rights, as well as, their individual rights.

Chapter 3. Hankook & Company's Business Activities.

Article 8. Mutual Development with Business Partners.

1. Employees shall strive to create relationships that are mutually beneficial to both parties by conducting good faith relations.
2. Employees shall provide equal opportunities to all qualified businesses and select partners by fair evaluation based on necessary criteria.
3. Employees shall not use their incumbency advantage to make unjust demands or take advantage of business partners in any way.
4. Employees shall ensure business partners will participate in ethical business activities of Hankook & Company's under the Company policies.

Article 9. Respect for Customers

1. Before taking any action or making any decisions regarding management issues, customer satisfaction is our top consideration.
2. Customer information is strictly confidential and must be handled appropriately at all times and ensure its confidentiality.

Article 10. Respect for Shareholders

1. Hankook & Company's Tire makes every effort to earn shareholders trust by providing accurate information on business results in a timely manner.
2. Hankook & Company's Tire maintains and publicly announces all financials in line with the Korean Generally Accepted Accounting Principles (GAAP).

Article 11. Respect for to Employees

1. Hankook & Company's respects each individual's human rights including privacy, dignity and personality.
2. Hankook & Company's ensures fair and unbiased human resources management based on the competencies and achievements of its employees, and treats them consistently and in proportion to their contribution towards the company.
3. Hankook & Company's provides every employee with a safe work environment.

Chapter 4. Employee Business Activities

Article 12. Conflict of Interest

1. In case when person's private interest interferes in any way with the Company, the Company's interest shall be put ahead before the individual's.
2. Employees shall protect the company's physical assets, intellectual property and trade secrets, and not use corporate property for personal gain under any circumstances.
3. Employees shall consult with their reporting line in advance when conflict of interest is in question.

Article 13. Creation of Healthy Work Environment

1. Employees shall create a working atmosphere where they can demonstrate proactive leadership by making continuous self-improvement.
2. Employees shall maintain a corporate culture based on good communication and mutual respect among all employees.
3. Employees shall use company property sparingly, and as if it was their own. Employees should be respectful in use of company property, not to be wasteful.

Article 14. Political Activity

1. Employee may participate in an individual capacity in political activities on their own personal time, but only to the extent that such participation does not conflict or interfere with the performance of his/her duties with the Company.
2. Employees shall not use company assets to cover expenses for political activities or make donations to a political party, a politician or an electoral candidate.
3. Employees shall not use the company's manpower, facilities, equipment, or other asset to make donations (money or goods) or to use them for the purpose of conducting political activities.

Chapter 5. Emphasis on Environment, Safety and Health

Article 15. Environmental Protection

1. Employees shall comply with international standards, relevant laws and the company's regulation related to environmental protection.
2. Employees shall be aware of the preservation of our environment and act accordingly by using resources cautiously and recycling whenever possible.

Article 16. Emphasis on Safety and Health

Employees shall aim to be free of accidents at work by strictly abiding by all safety regulations and guidelines. Employees are encouraged to be positive both in their thoughts and actions, and to help maintain a cheerful and liberal work environment.

Chapter 6. Social Responsibility as a Global Corporate Citizen

Article 17. Contribution to the Nation and Society

1. The Company shall respect and comply with all domestic and foreign laws, accounting standards and trade customs.
2. The company shall respect the principles of market competition, trade ethics and customs and shall not take advantage by using illegal methods.
3. The company shall contribute to the development of national and local communities as a corporate citizen by creating jobs and faithfully paying taxes.

Article 18. Global Company

1. All foreign business activities shall comply with the laws of each applicable country, and the company shall respect each country's culture and traditions during its conduct of business activities.
2. The company shall comply with international agreements and the fair trade laws of various countries (U.S. Foreign Corrupt Practices Act, U.K. Bribery Act, OECD Anti-Bribery Convention, etc.).

Chapter 7. Compliance with the Code of Ethics

Article 19. General Principles

1. Employees shall comply with the ethical standards by setting them as regulations in taking action and/or making judgments.
2. The company shall take disciplinary action against employees who violate ethical regulations, but in cases of voluntarily reporting, consideration will be given in the final decision on discipline.

Article 20. Obligation to Report

In cases where employees are aware that their actions or the actions of others have violated ethical standards, employees shall report that fact to Audit Team.

Article 21. Protection of Whistleblower

Whistleblower shall not receive any retaliatory action of any kind; identity of the person shall be kept anonymous and protected.

Article 22. Measures Taken for Violations of the Code of Ethics

1. Perception or suspicion of a Code of Ethics breach by an employee shall lead to an investigation by the Company to verify whether there is credibility to the allegation.
2. When a Code of Ethics breach is confirmed, the case shall be referred to the HR Committee for further deliberation and ruling.
3. All managers, including executives, have a responsibility to train and ensure the employees in their departments to comply with the Code of Ethics, and take necessary disciplinary action against employees who violate the code.

Addendum

1. Revisions made to Hankook & Company's Code of Ethics shall be amended and come into effect from August 1, 2001.
2. Revisions made to Hankook & Company's of Ethics shall amended and come into effect from February 1, 2005
3. Revisions made to Hankook & Company's of Ethics shall amended and come into effect from July 15, 2007
4. Revisions made to Hankook & Company's of Ethics shall amended and come into effect from October 8, 2010.
5. Revisions made to Hankook & Company's of Ethics shall amended and come into effect from April 01, 2013.
6. Revisions made to Hankook & Company's of Ethics shall amended and come into effect from June 1, 2014.
7. Details on prohibiting the receipt of improper gains, including money and valuables, shall be separately stated in the Guidelines on the Receipt of Improper Money and Valuables.
8. Details on the use of social media shall be separately stated in Social Media Guidelines for Employees.

Chapter 1. General Standards

Article 1. Purpose

The purpose is to provide judgmental and behavioral guidelines for the application of the Hankook & Company's Code of Ethics to actual cases; the company has set out ethical behavioral guidelines for its employee. The guidelines define the specifications regarding unlawful enticement or inducement.

Article 2. General Principles

1. Any form of inducement, special treatment, or benefits offered by stakeholder may influence an otherwise rational decision-making process; all of the aforementioned shall be turned down politely.
2. Employees are considered to be involved in the act even if the gifts are offered to or received by their families on their behalf.
3. Anyone who unwillingly receives a inducement, financial benefits from shareholder that is connected to a business transaction shall immediately report on said fact and follow due course, taking the proper action according to standard procedure. Anyone who voluntarily turns oneself in shall not be held accountable for their breach of conduct and this act will be taken into consideration.
4. Employees are obliged to report on a colleague who has failed to report or correct any form of bribery or entertainment they themselves received as stipulated in the regulations.

Chapter 2. Requirements and Procedures

Article 3. Inducement

1. Unacceptable Behaviors

2. Object of the Report

Any item received that exceeds nominal value of one hundred ($100) US dollars shall be reported according to the procedures listed below and to be returned or disposed. However, when received items are less than $100 USD shall be returned without filing a report.

3. Exceptions to Inducement

The conventionally accepted give and take of items as provided below are within the generally accepted limit and shall not be considered enticements:

1. ① Voluntary souvenirs, gifts or money for events that are not intended to influence a business decision, award of a contract, and are within a limit generally accepted by social morals and customs (under $100 USD in value).
2. ② Contributions made in public to aid employees who are suffering from health problems or accidents.
3. ③ Wreaths of flowers and plants received from external stakeholders to convey congratulations for a promotion or appointment.

4. Reporting Procedures

Any unwillingly received inducement shall be dealt with according to the following procedures:

1. ① General procedures
   1. a) The person shall declare the receipt of the inducement to Management Diagnosis Team by email or by phone, or report to Management Diagnosis Team by filling out an appropriate form with evidence attached of how the inducement was returned or properly dealt with. Upon reception of the report, Management Diagnosis Team shall thereupon take proper action.
   2. b) When the person who filed the report does not know where to donate, or what to do with an item, he/she shall consult with Management Diagnosis Team or hand over to the Management Diagnosis Team to deal with.

1. ② Returnable Items
   1. a) Returnable inducements such as cash, checks, or gift certificates shall be returned to the person(s) who provided them or to a representative of this person(s), business or vendor.

1. ③ Not returnable Items
   1. a) In cases where an item(s) are not returnable due to shipment concern with organic decomposition, degeneration, or damage, or due to the size or weight of the item(s), the item(s) shall be donated in the name of the company where the person who provided the inducement.
   2. b) In case the item(s) has already decomposed and is unable to return, the item(s) shall be promptly discarded and report along with the reason for its disposal.
   3. c) In cases where the sender cannot be identified, the item(s) shall be donated under Hankook & Company's name.
   4. d) In cases where the item(s) has been used by the recipient, the equivalent amount in market value shall be donated in cash to a charity in the name of the company where the person(s) who provided the gift.
   5. e) Management Diagnosis Team will be consulted with any clarification of gifts and for return process.

Article 6. Entertainment/Treatment

1. Prohibited on behalf of the Company.

*These are prohibited for all employees of Hankook & Company's when in fact acting on behalf of the Company.

2. Reporting requirement: Entertainment or special treatment that exceeds $100 USD per person (meals and drinking are inclusive)

3. Reporting procedures: Any unavoidable and unwilling receipt or offer of entertainment or special treatment shall be dealt with as follows:

1. ① Receipt of Entertainment/Treatment
   1. a) Upon invitation to the entertainment venue or reception of special treatment, the person in question shall file a report beforehand to his or her immediate supervisor (team manager for team members and executives for team managers), who will then determine if the case is necessary and/or unavoidable.
   2. b) The party in question taking part in the entertainment or special treatment must avoid receiving anything monetarily in excess of the amount stipulated in this guideline or what are considered prohibited acts and reject it when it is found to be prohibited.
   3. c) In cases where the received entertainment and special treatment must be reported, the person in question shall report to the Management Diagnosis Team after filling out "Report Form on the Receipt of Improper Money and Valuables" and have it approved by his or her immediate supervisor.
2. ② Provision of Entertainment/Treatment
   1. a) In case where any pre approved, necessary entertainment and/or treatment offered to stakeholders at the Company's cost must be approved by upper management.

Article 7. Provision of Benefits

1. Prohibited benefits as follows:

2. Object of Report: Failure to repay monetary benefits provided by an outside party or any prohibited acts defined on the table above.

3. Reporting procedures: After wiring the money to the person(s) who provided the benefits, or a representative of the person(s), a copy of the receipt shall be attached to the report form on the receipt of improper money and valuables, which shall then be submitted to the Management Diagnosis Team after receiving approval from the supervisor of the person who filed the report.

Article 8. Patronage of Events

1. No contribution, be it money or goods, shall be received from stakeholder for any event such as in-house club activities or a department event.
2. Any service offered to enhance the convenience of holding events when not requested shall be considered as a patronage contribution.
3. Any patronage received for any event shall submit a report form to the Management Diagnosis Team after receiving approval from the supervisor of the person who filed the report.

Addendum

1. These guidelines shall be amended and come into effect from October 8, 2010.
2. These guidelines shall be amended and come into effect from April 1, 2013.
3. These guidelines shall be amended and come into effect from July 1, 2014.

Article 1. Purpose

The purpose of these guidelines is to encourage members' proper social media use and prevent damage to the company's reputation caused by improper use of social media by employees.

Article 2. Protect Important Information

1. Employees are prohibited to disclose, post, or reveal any customer information or confidential company information on social media.
2. Employees shall not participate in online communications or forums related to untrue, inaccurate, or deceptive information that may cause harm to the company.
3. Employees shall keep in mind the characteristics of social media — such as rapid and unspecified sharing, and the possibility of being tracked back — and not to distribute any information of the Company.

Article 3. Respect the Intellectual Property Rights of Others

Employees shall not infringe copyright, trademark, publicity right, or other relevant property rights owned by other organization(s) and individual(s).

Article 4. Observe Hankook & Company's Corporate Image Guidelines

Employees shall neither use the company's Corporate Image (CI) — such as the company logo or other related branded images — for personal use, nor violate Hankook & Company's official CI guidelines for business use.

Article 5. Be Aware of Role as Representative of the Company

1. Employees shall make it clear when posting personal opinions about any subject connected to the key business of the company.
2. Employees who come across negative, disparaging posts or conversations about the company shall not respond on behalf of the company. Rather, upon discovery of such negative communications, employees shall alert and report to the company's Audit Team or any other relevant department.

Article 6. Follow the Company's Code of Ethics

Employees should be aware that Hankook & Company's Code of Ethics and any other policies, contained herein are applied to use of online and social media platforms.

Addendum

These guidelines shall come into effect from July 1, 2014.

Chapter 1. General Principles

Article 1. Purpose

These guidelines attempt to protect and support whistleblowers of misconduct within the Company to prevent improper practices and to improve work processes by defining necessary matters for operating a whistleblowing system such as receiving and processing disclosures, protecting and rewarding whistleblowers.

Article 2. Scope

These guidelines are applied to employees of the Company and all persons concerned and outsiders including subcontractors having transaction relationships with the Company.

Article 3. Definition of Terms

The terms used in these guidelines are stipulated as such:

1. "The Company" refers to Hankook & Company, Hankook & Company's and subsidiary companies.
2. "Employees" refers to all executives and staff who receive pay from the Company in exchange for their labor.
3. "Person concerned" refers to any individual who has a direct/indirect relationship with the work of the Company and has a mutual influence on the decision making of the Company and its employees.
4. "Disclosure" refers to the act of notifying the Audit Team of misconduct discovered by the whistleblower through a disclosure channel or a series of activities conducted to request the misconduct to be corrected.
5. "Disclosure, etc." refers to acts of making a statement or submitting evidence during a survey, investigation or litigation in relation to the disclosure made.
6. "Disclosure channel" refers to the Cyber Auditor, phone call, e-mail or post directed to the Audit Team, and direct visits to the Audit Team through which an employee or outsider can make a disclosure of the misconduct he/she has discovered.
7. "Whistleblower" refers to any individual who has made a disclosure.
8. "Whistleblower, etc." refers to whistleblower and any individual who has made a statement or submitted evidence during a survey, investigation or litigation in relation to the disclosure made.
9. "Conduct subject to disclosure" refers to any of the following (hereinafter referred to as "misconduct"):
   1. (1) Acts of abusing one's position or authority in relation to work, or pursuing personal or third party benefits by violating legislations, articles of association and company regulations (hereinafter referred to as "legislations").
   2. (2) Acts of inflicting damage on the Company's property by violating legislations in relation to using company budget, concluding or executing contracts with the Company as a party, acquisition, management or disposition of property
   3. (3) Acts of violating the Company's code of ethics and any subsidiary regulations (including wrongful gain, sexual harassment, etc.).
   4. (4) Acts of inflicting damage on the Company's property by unreasonable and inefficient work processes
10. "Disadvantageous measures" refers to any of the following actions:
    1. (1) Disadvantageous personnel actions such as removal from office, dismissal, etc.
    2. (2) Unfair personnel actions such as warning, reprimand, pay cut, suspension, etc.
    3. (3) Personnel actions against the whistleblower's will such as transference, denial of duties, job reassignment, etc.
    4. (4) Discrimination in the performance evaluation and subsequent discrimination in the payment of wages or bonuses, etc.
    5. (5) Actions that cause economic disadvantage such as cancellation of contract with a subcontractor

Article 4. Management Organization & Operation

1. The Audit Team shall establish a disclosure channel to promote the whistleblowing system, manage the established channel and process disclosures received by the disclosure channel.
2. The Audit Team shall assign a staff dedicated to the tasks described in Paragraph 1 above to perform the following duties:
   1. (1) Receiving, consulting about and processing disclosures
   2. (2) Informing consultation and remedy procedures for whistleblowers
   3. (3) Miscellaneous work related to whistleblowing system
3. For any matters not stipulated in these guidelines or any conflicting provisions hereof, the interpretation and decision made by the Audit Team shall take precedence.

Chapter 2. Disclosures

Article 5. Disclosure Duty

1. When an employee becomes aware of misconduct of other employees, or is forced or asked to engage in misconduct in the course of performing his/her job, he/she shall immediately report the fact.
2. When an employee who is obligated to take over duties pursuant to the Employment Regulation, etc., becomes aware of misconduct related to the duties, he/she shall report the fact within 6 months of the takeover date.

Article 6. Whistleblower's Duty of Good Faith

1. With regard to disclosures pursuant to Article 5 hereof, the whistleblower shall make a disclosure only when having confidence in the veracity of the information or under equivalent circumstances.
2. With regard to disclosures pursuant to Article 5 hereof, the whistleblower shall not be protected under these guidelines if he/she had known or could know that the information was false.

Article 7. Disclosure Method

1. The whistleblower shall fill out the "Disclosure Form" (Attachment 2) according to the five Ws and one H principle to include the following items along with related evidence.
   1. (1) Whistleblower's personal information (e.g. name, team, contact, etc.)
   2. (2) Alleged wrongdoer's personal information (e.g. name, team, contact, etc.)
   3. (3) Purpose of and reason for disclosure
   4. (4) Details of misconduct
2. In the case of Paragraph 1 above, if there is urgency where misconduct is in progress at the time of making a report, the fact can be reported without evidence, and if necessary depending on the circumstances, the whistleblower can make an anonymous disclosure.

Article 8. Time Limit for Disclosure

1. The time limit for disclosure of conduct subject to disclosure shall be within five years from the date such conduct came to an end.
2. The report shall be made within six months from the date the whistleblower became aware of such conduct, and if the whistleblower is directly related to such conduct, the report shall be made within one month from the date such conduct came to an end.

Article 9. Disclosure Supplementation Request

1. If any items in the Disclosure Form are omitted or if any items are ambiguous, the Audit Team may request the Disclosure Form to be supplemented within a reasonable period of time.
2. If the whistleblower fails to supplement the Disclosure Form despite the Audit Team's request made under Paragraph 1 above, the Audit Team may give the whistleblower additional 7 days to fulfill the supplementation request. If the whistleblower fails to supplement the Disclosure Form despite the additional 7 days, the disclosure case may be closed under Article 11 hereof.

Article 10. Disclosure Investigation

1. Once a disclosure is received, the Audit Team shall process it immediately.
2. An investigation period shall be no more than 60 days from the investigation start date, and the investigation may be extended by a period not exceeding 30 days only for justifiable reasons.

Article 11. Termination of Disclosure

If a disclosure is found to be any of the following, the Audit Team may cease all proceedings and close the disclosure case without an investigation.

1. If the information is clearly false
2. If the personal information of the whistleblower is unknown
3. If the whistleblower does not fulfill the supplementation request related to the Disclosure Form or evidence within the supplementation period on more than two occasions
4. If the disclosure is made once again without justifiable reasons, although an original disclosure was already processed and replied
5. If the disclosure was already made by the mass media and the information does not contain any new evidence other than that disclosed by the media
6. If the disclosure is already under investigation or is already concluded pursuant to other legislations or company regulations
7. If the disclosure does not have evidence to prove the misconduct

Article 12. System Improvement Request

1. The Audit Team may request system improvement from related departments to prevent any misconduct from recurring.
2. In the case of Paragraph 1 above, related departments shall endeavor in executing improvements, discuss the process of improvement with the Audit Team and immediately notify the improvement results to the Audit Team.

Chapter 3. Whistleblower Protection

Article 13 (Identity Confidentiality)

1. Anyone knowing the identity of the whistleblower, etc. shall not disclose, imply or publicize personal information of the whistleblower, etc. or any information hinting at the identity of the whistleblower, etc. However, if the whistleblower has agreed to identity disclosure by filling out the "Confirmation of Consent to Identity Disclosure (Attachment 4)," the foregoing shall not apply.
2. The investigator related to Paragraph 1 above (including the Audit Team staff) shall fill out the "Whistleblower Confidentiality Pledge (Attachment 3)," and shall comply with its requirements.
3. If the identity of the whistleblower is exposed due to an employee violating Paragraph 1 above, the Audit Team shall investigate the exposure route and request penalties for responsible staff.

Article 14 (Prohibition on Seeking Whistleblower's Identity)

1. No person shall ask the Audit Team for the identity of the whistleblower, and shall not commit any act which may expose the identity of the whistleblower, such as questioning, etc.
2. When asked as in Paragraph 1 above, the Audit Team staff shall immediately explain that the act in Paragraph 1 above is strictly prohibited, and the staff may, if deemed necessary, request a penalty for violators of Paragraph 1 above.
3. When the whistleblower reasonably believes that his or her identity is exposed, he or she shall notify the Audit Team of the fact that his/her identity is exposed and request identity protection.

Article 15. Prohibition of Disadvantageous Actions ; Remedies

1. No person shall take any disadvantageous personnel measures against or make any work-related discrimination against the whistleblower, etc. (hereinafter referred to as "disadvantageous actions") on the grounds of a disclosure, related statement and data submission, etc.
2. No person shall prevent a whistleblower, etc. from making a disclosure or force him or her to retract his/her disclosure.
3. If a whistleblower, etc. suffered disadvantageous actions on the grounds of disclosure, etc., the whistleblower, etc. may request status guarantee measures such as recovery from disadvantageous actions, personnel transference, etc. (hereinafter referred to as "status guarantee measures") from the Audit Team.
4. In the case of the request made in Paragraph 3 above or if there is any suspicion of disadvantageous actions, the Audit Team shall immediately initiate an investigation.
5. If it is feared that the whistleblower will suffer personnel or other disadvantageous measures as a result of the investigation made pursuant to in Paragraph 4 above, the whistleblower may request status guarantee measures from his/her team manager, and the team manager shall comply with such request unless there is any justifiable reason.

Article 16. Escape Clause

1. If the whistleblower is discovered to be part of misconduct, the penalty against the whistleblower may be reduced or exempted. However, this does not apply in circumstances of the following exceptions where exemption is deemed inappropriate:
   1. (1) If the whistleblower fails to return the wrongful gain or compensate for the damage
   2. (2) If an individual who received a penalty reduction or exemption has committed the same or similar misconduct within 3 years
2. If a whistleblower reported conduct subject to disclosuremisconduct, the whistleblower is deemed to have not breached the duty of confidentiality under the Employment Regulation.

Chapter 4. Rewards

Article 17. Provision of Rewards

1. If the Company has gained a benefit (increase in profit or decrease in loss) in property due to a disclosure, the Audit Team shall grant the whistleblower rewards based on the compensation standard stipulated in the "Whistleblower Reward Standard" (Attachment 1).
2. The reward granted under Paragraph 1 above shall be collected and kept confidential by the Audit Team and then transferred to an account held by the individual eligible for rewards. However, if the individual eligible for rewards insists on a different payment method, the reward may be granted accordingly.
3. In case of Paragraph 2 above, the staff related to the provision of a reward shall prepare and comply with the "Whistleblower Confidentiality Pledge" (Attachment 3) in order to prevent identity exposure.

Article 18. Exceptions to Rewards

In the following circumstances, the reward shall not be provided:

1. If the information is discovered to be false or if the information lacks evidence to confirm it to be true
2. If the disclosure is already under investigation, disciplinary measures or terminated by an investigative authority or judicial authority
3. If the disclosure is already made, under investigation by the Audit Team and related departments, under disciplinary measures or already concluded
4. If the disclosure is already made through the media
5. If the disclosure is made by an anonymous source or an alias, resulting in the failure to identify the whistleblower
6. If the disclosure is related to simple work improvement
7. If the disclosure is made by a member of the Audit Team
8. If the reward is deemed inappropriate after a miscellaneous compensation and exemption review

Article 19. Redemption of Rewards and Cancellation of Exemption

If the individual eligible for rewards is discovered to be ineligible for rewards after the reward or exemption is granted, the reward may be redeemed and the exemption may be cancelled.

Chapter 5. Penalties

Article 20. Penalties

1. The Audit Team may request disciplinary measures against individuals who have violated these guidelines, and the individual shall be penalized according to the Disciplinary Regulations.
2. Individuals who have made a disclosure within the period stipulated in Paragraph 2 of Article 5 hereof may be subject to a reduced penalty or exemption. However, individuals who have made a disclosure after the period shall be subject to aggravated disciplinary measures stipulated by the Disciplinary Regulations.

Supplementary Provisions

These guidelines shall become effective on July 1, 2015.