Amorepacific

Corporate Governance

Audit Committee

title
Audit Committee (total of 3 members)	Chairperson	Ahn Hee-joon	The Committee is to audit the accounting and activities of the company in accordance with laws and regulations, Articles of Incorporation or Board of Directors Policy, and implement duties delegated by the Board of Directors.
	Members	Lee Hwi-seong
	Members	Jo Seong-Jin

title
Audit Committee (total of 3 members)	Chairperson	Ahn Hee-joon
	Members	Lee Hwi-seong
	Members	Jo Seong-Jin
The Committee is to audit the accounting and activities of the company in accordance with laws and regulations, Articles of Incorporation or Board of Directors Policy, and implement duties delegated by the Board of Directors.

Status of 2022

Audit Committee Meeting

title
1st Audit Committee Meeting (7 February 2022)
Matters for Report	Internal audit report by internal audit department
	Discussion of key matters with outside auditor (in the absence of BoD)
	Report on the status of Internal Accounting Control System
	Report on appointment of assigned auditor
Participants	Attendance	-	-	-	-	-	-
Eom Yeong-ho	Present	-	-	-	-	-	-
Lee Hwi-seong	Present	-	-	-	-	-	-
Jo Seong-Jin	Present	-	-	-	-	-	-

title
2nd Audit Committee Meeting (23 February 2022)
Matters for Report	Submission of Audit Committee’s assessment of the management of Internal Accounting Control System
	Submission of Audit Committee’s audit report
	Submission of Audit Committee’s written statement on internal audit controls
Participants	Attendance	-	-	-	-	-	-
Eom Yeong-ho	Present	-	-	-	-	-	-
Lee Hwi-seong	Present	-	-	-	-	-	-
Jo Seong-Jin	Present	-	-	-	-	-	-

title
3rd Audit Committee Meeting (24 March 2022)
Matters for Resolution (1 item)	Agenda No. 1: Appointment of Chairperson of Audit Committee
Matters for Resolution (1 item)	Agenda No. 1: Appointment of Chairperson of Audit Committee
Participants	Attendance	No. 1	-	-	-	-	-
Ahn Hee-joon	Present	Approve	-	-	-	-	-
Lee Hwi-seong	Present	Approve	-	-	-	-	-
Jo Seong-Jin	Present	Approve	-	-	-	-	-
Result		Approved

1st Audit Committee Meeting (7 February 2022)

Internal audit report by internal audit department
Discussion of key matters with outside auditor (in the absence of BoD)
Report on the status of Internal Accounting Control System
Report on appointment of assigned auditor

2nd Audit Committee Meeting (23 February 2022)

Submission of Audit Committee’s assessment of the management of Internal Accounting Control System
Submission of Audit Committee’s audit report
Submission of Audit Committee’s written statement on internal audit controls

3rd Audit Committee Meeting (24 March 2022)

Agenda No. 1: Appointment of Chairperson of Audit Committee

Approved

Status of 2021

Audit Committee Meeting

title
1st Audit Committee Meeting (3 February 2021)
Matters for Report	Report on operation of the Internal Accounting Control System
	(Without the presence of the management) Discussion on key matters with the external auditor
	Internal audit report by the Internal Audit Department
Participants	Attendance	-	-	-	-	-	-
Eom Yeong-ho	Present	-	-	-	-	-	-
Kim Jin-yeong	Present	-	-	-	-	-	-
Lee Hwi-seong	Present	-	-	-	-	-	-

title
2nd Audit Committee Meeting (24 February 2021)
Matters for Report	Submission of evaluation report on the Internal Accounting Control System by the Audit Committee
	Submission of Audit report by the Audit Committee
	Submission of the letter of opinion on internal oversight measures by the Audit Committee
Participants	Attendance	-	-	-	-	-	-
Eom Yeong-ho	Present	-	-	-	-	-	-
Kim Jin-yeong	Present	-	-	-	-	-	-
Lee Hwi-seong	Present	-	-	-	-	-	-

title
3rd Audit Committee Meeting (27 April 2021)
Matters for Report	Report on operation of the Internal Accounting Control System
Matters for Report	(Without the presence of the management) Discussion on key matters with the external auditor
Participants	Attendance	-	-	-	-	-	-
Eom Yeong-ho	Present	-	-	-	-	-	-
Lee Hwi-seon	Present	-	-	-	-	-	-
Jo Seong-Jin	Present	-	-	-	-	-	-

title
4th Audit Committee Meeting (23 July 2021)
Matters for Report	Internal audit report by the Internal Audit Department
	Report on operation of the Internal Accounting Control System
	(Without the presence of the management) Discussion on key matters with the external auditor
	Report on Audit Committee’s evaluation plan of Internal Accounting Control System
Participants	Attendance	-	-	-	-	-	-
Eom Yeong-ho	Present	-	-	-	-	-	-
Lee Hwi-seong	Present	-	-	-	-	-	-
Jo Seong-Jin	Present	-	-	-	-	-	-

title
5th Audit Committee Meeting (27 October 2021)
Matters for Report	Internal audit report by the Internal Audit Department
	Report on operation of the Internal Accounting Control System
	(Without the presence of the management) Discussion on key matters with the external auditor
Matters for Resolution (1 item)	Agenda No. 1: Resolution on the request of re-designation of auditor
Matters for Resolution (1 item)
Participants	Attendance	No. 1	-	-	-	-	-
Eom Yeong-ho	Present	Approve	-	-	-	-	-
Lee Hwi-seong	Present	Approve	-	-	-	-	-
Jo Seong-Jin	Present	Approve	-	-	-	-	-
Result		Approved

1st Audit Committee Meeting (3 February 2021)

Report on operation of the Internal Accounting Control System
(Without the presence of the management) Discussion on key matters with the external auditor
Internal audit report by the Internal Audit Department

2nd Audit Committee Meeting (24 February 2021)

Submission of evaluation report on the Internal Accounting Control System by the Audit Committee
Submission of Audit report by the Audit Committee
Submission of the letter of opinion on internal oversight measures by the Audit Committee

3rd Audit Committee Meeting (27 April 2021)

Report on operation of the Internal Accounting Control System
(Without the presence of the management) Discussion on key matters with the external auditor

4th Audit Committee Meeting (23 July 2021)

Internal audit report by the Internal Audit Department
Report on operation of the Internal Accounting Control System
(Without the presence of the management) Discussion on key matters with the external auditor
Report on Audit Committee’s evaluation plan of Internal Accounting Control System

5th Audit Committee Meeting (27 October 2021)

Internal audit report by the Internal Audit Department
Report on operation of the Internal Accounting Control System
(Without the presence of the management) Discussion on key matters with the external auditor

Agenda No. 1: Resolution on the request of re-designation of auditor

Approved

Status of 2020

Audit Committee Meeting

title
1st Audit Committee Meeting (5 February 2020)
Matters for Report	Internal accounting manager’s report on the management of Internal Accounting Control System
	Report on the review of the need to amend Audit Committee Policy
	Briefing on 2019 Audit Committee assessment
	(Without the presence of the management) Discussion on key matters with the external auditor
	Report by internal audit department
	Code of ethics report
Participants	Attendance	-	-	-	-	-	-
Eom Yeong-ho	Present	-	-	-	-	-	-
Kim Jin-yeong	Present	-	-	-	-	-	-
Lee Hwi-seong	Present	-	-	-	-	-	-

title
2nd Audit Committee Meeting (4 March 2020)
Matters for Report	Submission of Assessment of the Management of Internal Accounting Control System
	Submission of Audit Committee’s Audit Report
	Submission of Audit Committee’s Written Opinion on Internal Audit Controls
Matters for Resolution (1 item)	Agenda No. 1: Approval of changes to the 14th (Year 2019) Consolidated Financial Statement
Matters for Resolution (1 item)
Participants	Attendance	No. 1	-	-	-	-	-
Eom Yeong-ho	Present	Approve	-	-	-	-	-
Kim Jin-yeong	Present	Approve	-	-	-	-	-
Lee Hwi-seong	Present	Approve	-	-	-	-	-
Result		Approved

title
3rd Audit Committee Meeting (27 April 2020)
Matters for Report	Internal Accounting Control System status report
	Report on agreement of support services to Audit Committee
	Report on 2020 comprehensive audit plan
Participants	Attendance	-	-	-	-	-	-
Eom Yeong-ho	Present	-	-	-	-	-	-
Kim Jin-yeong	Present	-	-	-	-	-	-
Lee Hwi-seong	Present	-	-	-	-	-	-

title
4th Audit Committee Meeting (31 July 2020)
Matters for Report	Internal Accounting Control System status report
	Report on 2020 comprehensive audit plan and progress
	Internal audit department’s internal audit report
Participants	Attendance	-	-	-	-	-	-
Eom Yeong-ho	Present	-	-	-	-	-	-
Kim Jin-yeong	Present	-	-	-	-	-	-
Lee Hwi-seong	Present	-	-	-	-	-	-

title
5th Audit Committee Meeting (28 October 2020)
Matters for Report	Report on operation of the Internal Accounting Control System
Matters for Report	(Without the presence of the management) Discussion on key matters with the external auditor
Participants	Attendance	-	-	-	-	-	-
Eom Yeong-ho	Present	-	-	-	-	-	-
Kim Jin-yeong	Present	-	-	-	-	-	-
Lee Hwi-seong	Present	-	-	-	-	-	-

title
6th Audit Committee Meeting (17 December 2020)
Matters for Report	Report on operation of the Internal Accounting Control System
Matters for Resolution (1 item)	Agenda No. 1: Selection of an external auditor
Matters for Resolution (1 item)
Participants	Attendance	No. 1	-	-	-	-	-
Eom Yeong-ho	Present	Approve	-	-	-	-	-
Kim Jin-yeong	Present	Approve	-	-	-	-	-
Lee Hwi-seong	Present	Approve	-	-	-	-	-
Result		Approved

1st Audit Committee Meeting (5 February 2020)

Internal accounting manager’s report on the management of Internal Accounting Control System
Report on the review of the need to amend Audit Committee Policy
Briefing on 2019 Audit Committee assessment
Report by outside auditor
Report by internal audit department
(Without the presence of the management) Discussion on key matters with the external auditor
Code of ethics report

2nd Audit Committee Meeting (4 March 2020)

Submission of Assessment of the Management of Internal Accounting Control System
Submission of Audit Committee’s Audit Report
Submission of Audit Committee’s Written Opinion on Internal Audit Controls

Agenda No. 1: Approval of changes to the 14th (Year 2019) Consolidated Financial Statement

Approved

3rd Audit Committee Meeting (27 April 2020)

Internal Accounting Control System status report
Report on agreement of support services to Audit Committee
Report on 2020 comprehensive audit plan

4th Audit Committee Meeting (31 July 2020)

Internal Accounting Control System status report
Report on 2020 comprehensive audit plan and progress
Internal audit department’s internal audit report

5th Audit Committee Meeting (28 October 2020)

Report on operation of the Internal Accounting Control System
(Without the presence of the management) Discussion on key matters with the external auditor

6th Audit Committee Meeting (28 October 2020)

Report on operation of the Internal Accounting Control System

Agenda No. 1: Selection of an external auditor

Approved

Independent Director Nomination Committee (total of 3 members)

title
Independent Director Nomination Committee (total of 3 members)	Members	Lee Hwi-seong	Purpose of the CommitteeThe Committee has the authority to nominate candidates for independent directors at the Shareholders General Meeting. MandateIn the case the Committee nominates a candidate for independent director, a Independent Director Nomination Committee is held as a non-standing committee. The Committee is responsible to verify the independency of the nominee against the company and the largest shareholder and the nominee’s capability required by a global company and make its recommendation to the Board of Directors.
	Members	Jo Seong-Jin
	Members	Choe In-a

title
Independent Director Nomination Committee (total of 3 members)	Members	Lee Hwi-seong
	Members	Jo Seong-Jin
	Members	Choe In-a
Purpose of the CommitteeThe Committee has the authority to nominate candidates for independent directors at the Shareholders General Meeting. MandateIn the case the Committee nominates a candidate for independent director, a Independent Director Nomination Committee is held as a non-standing committee. The Committee is responsible to verify the independency of the nominee against the company and the largest shareholder and the nominee’s capability required by a global company and make its recommendation to the Board of Directors.

Status of 2022

Independent Director Nomination Committee Meeting

title
1st Independent Director Nomination Committee Meeting (7 February 2022)
Matters for Deliberation	Deliberation on nomination for independent director candidates
Participants	Attendance	-	-	-	-	-	-
Eom Yeong-ho	Present	-	-	-	-	-	-
Lee Hwi-seong	Present	-	-	-	-	-	-
Kim Gyeong-ja	Present	-	-	-	-	-	-

title
2nd Independent Director Nomination Committee Meeting (23 February 2022)
Matters for Deliberation	Nomination of independent directors to be appointed at the 16th (Year 2021) Shareholders General Meeting
Participants	Attendance	No. 1	-	-	-	-	-
Eom Yeong-ho	Present	Approve	-	-	-	-	-
Lee Hwi-seong	Present	Approve	-	-	-	-	-
Kim Gyeong-ja	Present	Approve	-	-	-	-	-
Result		Approved

1st Independent Director Nomination Committee Meeting (7 February 2022)

Deliberation on nomination for independent director candidates

2nd Independent Director Nomination Committee Meeting (23 February 2022)

Nomination of independent directors to be appointed at the 16th (Year 2021) Shareholders General Meeting

Approved

Status of 2021

Independent Director Nomination Committee Meeting

title
1st Independent Director Nomination Committee Meeting (3 February 2021)
Matters for Deliberation	Deliberation on the recommendation of an outside director who becomes the member of the Audit Committee
Participants	Attendance	-	-	-	-	-	-
Eom Yeong-ho	Present	-	-	-	-	-	-
Kim Jin-yeong	Present	-	-	-	-	-	-
Lee Hwi-seong	Present	-	-	-	-	-	-

title
2nd Independent Director Nomination Committee Meeting (24 February 2021)
Matters for Deliberation	Recommendation of an outside director who becomes the member of the Audit Committee
Participants	Attendance	-	-	-	-	-	-
Eom Yeong-ho	Present	-	-	-	-	-	-
Kim Jin-yeong	Present	-	-	-	-	-	-
Lee Hwi-seong	Present	-	-	-	-	-	-

1st Independent Director Nomination Committee Meeting (3 February 2021)

Deliberation on the recommendation of an outside director who becomes the member of the Audit Committee

2nd Independent Director Nomination Committee Meeting (24 February 2021)

Recommendation of an outside director who becomes the member of the Audit Committee

Status of 2020

Independent Director Nomination Committee Meeting

title
1st Independent Director Nomination Committee Meeting (5 February 2020)
Matters for Deliberation	Nomination of independent Director candidate
Participants	Attendance	-	-	-	-	-	-
Eom Yeong-ho	Present	-	-	-	-	-	-
Kim Jin-yeong	Present	-	-	-	-	-	-
Lee Hwi-seong	Present	-	-	-	-	-	-

title
2nd Independent Director Nomination Committee Meeting (4 March 2020)
Matters for Resolution (1 item)	Agenda No. 1: Nomination of independent director candidate
Participants	Attendance	No. 1	-	-	-	-	-
Eom Yeong-ho	Present	Approve	-	-	-	-	-
Kim Jin-yeong	Present	Approve	-	-	-	-	-
Lee Hwi-seong	Present	Approve	-	-	-	-	-
Result		Approved

1st Independent Director Nomination Committee Meeting (5 February 2020)

Nomination of independent director candidate

2nd Independent Director Nomination Committee Meeting (4 March 2020)

Agenda No. 1: Nomination of independent director candidate

Approved

Internal Transaction Committee

title
Internal Transaction Committee (total of 4 members)	Chairperson	Lee Hwi-seong	Purpose of the CommitteeThe Committee deliberates on matters required for review before presenting to the Board of Directors regarding transactions with persons of special relationship as the counterparty. MandateThe Committee shall deliberate on matters delegated by the Board of Directors, matters that require review before presenting to the Board of Directors, or matters related to internal transactions that require the approval of the Board of Directors defined by the Monopoly Regulation and Fair Trade Act and the Commercial Act. Matters for Deliberation : Matters concerning internal transactions defined as matters that require the approval of the Board of Directors stipulated in the Monopoly Regulation and Fair Trade Act and the Commercial Act or other matters concerning internal transactions deemed necessary by the Board of Directors or the Committee
	Members	Ahn Hee-joon
	Members	Jo Seong-Jin
	Members	Lee Sang-mok

title
Internal Transaction Committee (total of 4 members)	Chairperson	Lee Hwi-seong
	Members	Ahn Hee-joon
	Members	Jo Seong-Jin
	Members	Lee Sang-mok
Purpose of the CommitteeThe Committee deliberates on matters required for review before presenting to the Board of Directors regarding transactions with persons of special relationship as the counterparty. MandateThe Committee shall deliberate on matters delegated by the Board of Directors, matters that require review before presenting to the Board of Directors, or matters related to internal transactions that require the approval of the Board of Directors defined by the Monopoly Regulation and Fair Trade Act and the Commercial Act. Matters for Deliberation : Matters concerning internal transactions defined as matters that require the approval of the Board of Directors stipulated in the Monopoly Regulation and Fair Trade Act and the Commercial Act or other matters concerning internal transactions deemed necessary by the Board of Directors or the Committee

Status of 2022

Internal Transaction Committee Meeting

title
1st Internal Transaction Committee Meeting (7 February 2022)
Matters for Resolution (3 item)	Agenda No. 1: Transaction between affiliated companies
	Agenda No. 2: Large-scale product and service transaction with affiliated company
	Agenda No. 3: Provision of collateral on affiliated company
Participants	Attendance	No. 1	No. 2	No. 3	-	-	-
Lee Hwi-seong	Present	Approve	Approve	Approve	-	-	-
Eom Yeong-ho	Present	Approve	Approve	Approve	-	-	-
Jo Seong-Jin	Present	Approve	Approve	Approve	-	-	-
Lee Sang-mok	Present	Approve	Approve	Approve	-	-	-
Result		Approved	Approved	Approved

1st Internal Transaction Committee Meeting (7 February 2022)

Agenda No. 1: Transaction between affiliated companies

Approved

Agenda No. 2: Large-scale product and service transaction with affiliated company

Approved

Agenda No. 3: Provision of collateral on affiliated company

Approved

Status of 2021

Internal Transaction Committee Meeting

title
1st Internal Transaction Committee Meeting (3 February 2021)
Matters for Resolution (2 item)	Agenda No. 1: Deliberation of large-scale product and service transactions with affiliates
Matters for Resolution (2 item)	Agenda No. 2: Deliberation of transactions between affiliates
Participants	Attendance	No. 1	No. 2	-	-	-	-
Lee Hwi-seong	Present	Approve	Approve	-	-	-	-
Eom Yeong-ho	Present	Approve	Approve	-	-	-	-
Kim Jin-yeong	Present	Approve	Approve	-	-	-	-
Lee Sang-mok	Present	Approve	Approve	-	-	-	-
Result		Approved	Approved

title
2nd Internal Transaction Committee Meeting (27 April 2021)
Matters for Resolution (1 item)	Agenda No. 1: Deliberation of transactions between the company and directors
Participants	Attendance	No. 1	-	-	-	-	-
Lee Hwi-seong	Present	Approve	-	-	-	-	-
Eom Yeong-ho	Present	Approve	-	-	-	-	-
Kim Jin-yeong	Present	Approve	-	-	-	-	-
Lee Sang-mok	Present	Approve	-	-	-	-	-
Result		Approved

title
3rd Internal Transaction Committee Meeting (23 July 2021)
Matters for Resolution (2 item)	Agenda No. 1: The large-scale internal transaction with Amorepacific Group due to a small-scale merger with Aestura and a small-scale stock exchange with Cosvision Corporation
Matters for Resolution (2 item)	Agenda No. 2: Approval of large-scale product and service transactions with affiliates
Participants	Attendance	No. 1	No. 2	-	-	-	-
Lee Hwi-seong	Present	Approve	Approve	-	-	-	-
Eom Yeong-ho	Present	Approve	Approve	-	-	-	-
Kim Jin-yeong	Present	Approve	Approve	-	-	-	-
Lee Sang-mok	Present	Approve	Approve	-	-	-	-
Result		Approved	Approved

title
4th Internal Transaction Committee Meeting (27 October 2021)
Matters for Resolution (2 item)	Agenda No. 1: Acquisition of shares due to paid-in capital increase of Cosvision Corporation
Matters for Resolution (2 item)	Agenda No. 2: Lease contract with Osulloc
Participants	Attendance	No. 1	No. 2	-	-	-	-
Lee Hwi-seong	Present	Approve	Approve	-	-	-	-
Eom Yeong-ho	Present	Approve	Approve	-	-	-	-
Kim Jin-yeong	Present	Approve	Approve	-	-	-	-
Lee Sang-mok	Present	Approve	Approve	-	-	-	-
Result		Approved	Approved

1st Internal Transaction Committee Meeting (3 February 2021)

Agenda No. 1: Deliberation of large-scale product and service transactions with affiliates

Approved

Agenda No. 2: Deliberation of transactions between affiliates

Approved

2nd Internal Transaction Committee Meeting (27 April 2021)

Agenda No. 1: Deliberation of transactions between the company and directors

Approved

3rd Internal Transaction Committee Meeting (23 July 2021)

Agenda No. 1: The large-scale internal transaction with Amorepacific Group due to a small-scale merger with Aestura and a small-scale stock exchange with Cosvision Corporation

Approved

Agenda No. 2: Approval of large-scale product and service transactions with affiliates

Approved

4th Internal Transaction Committee Meeting (23 July 2021)

Agenda No. 2: Lease contract with Osulloc

Approved

Agenda No. 2: Lease contract with Osulloc

Approved

Status of 2020

Internal Transaction Committee Meeting

title
1st Internal Transaction Committee Meeting (5 February 2020)
Matters for Resolution (1 item)	Agenda No. 1: Deliberation on transaction between affiliated companies
Participants	Attendance	No. 1	-	-	-	-	-
Lee Hwi-seong	Present	Approve	-	-	-	-	-
Eom Yeong-ho	Present	Approve	-	-	-	-	-
Lee Sang-mok	Present	Approve	-	-	-	-	-
Result		Approved

title
2nd Internal Transaction Committee Meeting (27 April 2020)
Matters for Resolution (1 item)	Agenda No. 1: Deliberation on transaction between affiliated companies
Participants	Attendance	No. 1	-	-	-	-	-
Lee Hwi-seong	Present	Approve	-	-	-	-	-
Eom Yeong-ho	Present	Approve	-	-	-	-	-
Lee Sang-mok	Present	Approve	-	-	-	-	-
Result		Approved

title
3rd Internal Transaction Committee Meeting (31 July 2020)
Matters for Resolution (1 item)	Agenda No. 1: Approval of large-scale product & service transaction with affiliated company
Participants	Attendance	No. 1	-	-	-	-	-
Lee Hwi-seong	Present	Approve	-	-	-	-	-
Eom Yeong-ho	Present	Approve	-	-	-	-	-
Lee Sang-mok	Present	Approve	-	-	-	-	-
Result		Approved

title
4th Internal Transaction Committee Meeting (28 October 2020)
Matters for Resolution (1 item)	Agenda No. 1: Termination of Trademark Contract with Amorepacific Group
Participants	Attendance	No. 1	-	-	-	-	-
Lee Hwi-seong	Present	Approve	-	-	-	-	-
Eom Yeong-ho	Present	Approve	-	-	-	-	-
Kim Jin-yeong	Present	Approve	-	-	-	-	-
Lee Sang-mok	Present	Approve	-	-	-	-	-
Result		Approved

1st Internal Transaction Committee Meeting (5 February 2020)

Agenda No. 1: Deliberation on transaction between affiliated companies

Approved

2nd Internal Transaction Committee Meeting (27 April 2020)

Agenda No. 1: Deliberation on transaction between affiliated companies

Approved

3rd Internal Transaction Committee Meeting (31 July 2020)

Agenda No. 1: Approval of large-scale product & service transaction with affiliated company

Approved

4th Internal Transaction Committee Meeting (28 October 2020)

Agenda No. 1: Termination of Trademark Contract with Amorepacific Group

Approved

Compensation Committee

title
Compensation Committee (total of 3 members)	Chairperson	Cha Sang-kyun	Purpose of the CommitteeThe Compensation Committee shall discuss, deliberate, and make decisions on matters related to compensation for executives. MandateDiscuss, deliberate, and make decisions on matters delegated by the Board of Directors, matters that require preliminary review before presenting to the Board of Directors, and other matters related to compensation for executives. Agendas : matters related to the appropriateness assessment of remuneration limit of directors submitted to the Annual General Meeting by the Board of Directors, or matters deemed necessary
	Members	Kim Jong-dae
	Members	Ahn Sae-hong

title
Compensation Committee (total of 3 members)	Chairperson	Cha Sang-kyun
	Members	Kim Jong-dae
	Members	Ahn Sae-hong
Purpose of the CommitteeThe Compensation Committee shall discuss, deliberate, and make decisions on matters related to compensation for executives. MandateDiscuss, deliberate, and make decisions on matters delegated by the Board of Directors, matters that require preliminary review before presenting to the Board of Directors, and other matters related to compensation for executives. Agendas : matters related to the appropriateness assessment of remuneration limit of directors submitted to the Annual General Meeting by the Board of Directors, or matters deemed necessary

Status of 2022

Compensation Committee Meeting

title
1st Compensation Committee Meeting (9 February 2022)
Matters for Resolution (2 item)	Agenda No. 1: Amendment and abolishment of company policy
Matters for Resolution (2 item)	Agenda No. 2: Approval of maximum remuneration for directors
Participants	Attendance	No. 1	No. 2	-	-	-	-
Kim Gyeong-ja	Present	Approve	Approve	-	-	-	-
Cha Sang-kyun	Present	Approve	Approve	-	-	-	-
Ahn Sae-hong	Present	Approve	Approve	-	-	-	-
Result		Approved	Approved

1st Compensation Committee Meeting (9 February 2022)

Agenda No. 1: Amendment and abolishment of company policy

Approved

Agenda No. 2: Approval of maximum remuneration for directors

Approved

Status of 2021

Compensation Committee Meeting

title
1st Compensation Committee Meeting (24 February 2021)
Matters for Resolution (2 item)	Agenda No. 1: Amendment of Executive Severance Pay Rules
Matters for Resolution (2 item)	Agenda No. 2: Approval of the limit on director remuneration
Participants	Attendance	No. 1	No. 2	-	-	-	-
Kim Jin-yeong	Present	Approve	Approve	-	-	-	-
Kim Gyeong-ja	Present	Approve	Approve	-	-	-	-
Ahn Sae-hong	Present	Approve	Approve	-	-	-	-
Result		Approved	Approved

1st Compensation Committee Meeting (24 February 2021)

Agenda No. 1: Amendment of Executive Severance Pay Rules

Agenda No. 2: Approval of the limit on director remuneration

Approved

Status of 2020

Compensation Committee Meeting

title
1st Compensation Committee Meeting (4 March 2020)
Matters for Report	Establishment and amendment of company policies
Matters for Resolution (1 item)	Agenda No. 1: Approval of the agenda on remuneration limit for board directors for the 14st Annual General Meeting
Participants	Attendance	No. 1	-	-	-	-	-
Kim Jin-yeong	Present	Approve	-	-	-	-	-
Kim Gyeong-ja	Present	Approve	-	-	-	-	-
Ahn Sae-hong	Present	Approve	-	-	-	-	-
Result		Approved

1st Compensation Committee Meeting (4 March 2020)

Establishment and amendment of company policies

Agenda No. 1: Approval of the agenda on remuneration limit for board directors for the 14st Annual General Meeting

Approved

Executive Committee

title
Executive Committee (total of 3 members)	Chairperson	Ahn Sae-hong	Purpose of the CommitteeThe Executive Committee is established to increase expertise and efficiency of management decisions. The Committee is to deliberate and make decisions on business matters delegated by the Board of Directors. MandateDiscuss, deliberate and make decisions on matters delegated by the Board of Directors, matters that require preliminary reviews before presenting to the Board of Directors, and other matters regarding overall management of the company. Agendas : Important matters related to company management among matters that involve business, financials and others
	Members	Suh Kyung-bae
	Members	Lee Dong Soon

title
Executive Committee (total of 3 members)	Chairperson	Ahn Sae-hong
	Members	Suh Kyung-bae
	Members	Lee Dong Soon
Purpose of the CommitteeThe Executive Committee is established to increase expertise and efficiency of management decisions. The Committee is to deliberate and make decisions on business matters delegated by the Board of Directors. MandateDiscuss, deliberate and make decisions on matters delegated by the Board of Directors, matters that require preliminary reviews before presenting to the Board of Directors, and other matters regarding overall management of the company. Agendas : Important matters related to company management among matters that involve business, financials and others

Status of 2021

Executive Committee Meeting

title
1st Executive Committee Meeting (19 March 2021)
Matters for Resolution (1 item)	Agenda No. 1 : Appointment of Chair of Management Committee
Participants	Attendance	No. 1	-	-	-	-	-
Ahn Sae-hong	Present	Approve	-	-	-	-	-
Suh Kyung-bae	Present	Approve	-	-	-	-	-
Result		Approved

title
2nd Executive Committee Meeting (17 May 2021)
Matters for Resolution (1 item)	Agenda No. 1 : Payment guarantee with regard to the borrowing of Amorepacific US Inc.
Participants	Attendance	No. 1	Approve	-	-	-	-
Ahn Sae-hong	Present	-	-	-	-	-	-
Suh Kyung-bae	Present	Approve	-	-	-	-	-
Result		Approved

title
3rd Executive Committee Meeting (14 July 2021)
Matters for Report (1 item)	Agenda No. 1 : Payment guarantee with regard to the borrowing of Hong Kong AGO
Participants	Attendance	No. 1	-	-	-	-	-
Ahn Sae-hong	Present	Approve	-	-	-	-	-
Suh Kyung-bae	Present	Approve	-	-	-	-	-
Result		Approved

title
4th Executive Committee Meeting (13 December 2021)
Matters for Resolution (1 item)	Agenda No. 1 : Guarantee regarding Amorepacific US Inc. loan
Participants	Attendance	No. 1	-	-	-	-	-
Ahn Sae-hong	Present	Approve	-	-	-	-	-
Suh Kyung-bae	Present	Approve	-	-	-	-	-
Result		Approved

1st Executive Committee Meeting (19 March 2021)

No. 1: Appointment of Chair of Management Committee

Approved

2nd Executive Committee Meeting (17 May 2021)

No. 1: Payment guarantee with regard to the borrowing of Amorepacific US Inc.

Approved

3rd Executive Committee Meeting (14 July 2021)

No. 1: Payment guarantee with regard to the borrowing of Hong Kong AGO

Approved

4th Executive Committee Meeting (13 December 2021)

No. 1: Guarantee regarding Amorepacific US Inc. loan

Approved

Status of 2020

Executive Committee Meeting

title
1st Executive Committee Meeting (28 February 2020)
Matters for Resolution (1 item)	Agenda No. 1 : Guarantee regarding Amorepacific Trading Co., Ltd. loan
Participants	Attendance	No. 1	-	-	-	-	-
Ahn Sae-hong	Present	Approve	-	-	-	-	-
Suh Kyung-bae	Present	Approve	-	-	-	-	-
Result		Approved

title
2nd Executive Committee Meeting (20 March 2020)
Matters for Resolution (1 item)	Agenda No. 1 : Approval of equity investment in Rationale Group Pty Ltd.
Participants	Attendance	No. 1	-	-	-	-	-
Ahn Sae-hong	Present	Approve	-	-	-	-	-
Suh Kyung-bae	Present	Approve	-	-	-	-	-
Result		Approved

title
3rd Executive Committee Meeting (14 July 2020)
Matters for Resolution (1 item)	Agenda No. 1 : Guarantee regarding Hong Kong AGO loan
Participants	Attendance	No. 1	-	-	-	-	-
Ahn Sae-hong	Present	Approve	-	-	-	-	-
Suh Kyung-bae	Present	Approve	-	-	-	-	-
Result		Approved

1st Executive Committee Meeting (28 February 2020)

No. 1: Guarantee regarding an extension of loan of Amorepacific Global Operations Limited.

Approved

2nd Executive Committee Meeting (20 March 2020)

No. 1: Approval of equity investment in Rationale Group Pty Ltd.

Approved

3rd Executive Committee Meeting (14 July 2020)

No. 1: Guarantee regarding Hong Kong AGO loan

Approved

Status of 2019

Executive Committee Meeting

title
1st Executive Committee Meeting (5 June 2019)
Matters for Report	H1 achievements in sustainable management and H2 plans
Participants	Attendance	-	-	-	-	-	-
Suh Kyung-bae	Present	-	-	-	-	-	-
Ahn Sae-hong	Present	-	-	-	-	-	-
Result

title
2nd Executive Committee Meeting (10 June 2019)
Matters for Resolution (2 items)	Agenda No. 1 : Agreement on import L/C limit
Matters for Resolution (2 items)	Agenda No. 2 : Agreement on mutual support for B2B PLUS partners
Participants	Attendance	No. 1	No. 2	-	-	-	-
Suh Kyung-bae	Present	Approve	Approve	-	-	-	-
Ahn Sae-hong	Present	Approve	Approve	-	-	-	-
Result		Approved	Approved

1st Executive Committee Meeting (5 June 2019)

H1 achievements in sustainable management and H2 plans

2nd Executive Committee Meeting (10 June 2019)

No. 1: Agreement on import L/C limit

Approved

No. 2: Agreement on mutual support for B2B PLUS partners

Approved

Risk Management Committee

title
Risk Management Committee (total of 4 members)	Chairperson	Ahn Sae-hong	Purpose of the CommitteeThe Risk Management Committee is to discuss, deliberate and make decisions on matters related to the overall business risk. MandateDiscuss, deliberate and make decisions on matters delegated by the Board of Directors, matters that require preliminary reviews before presenting to the Board of Directors, and other matters regarding overall business risk. Matters for Report or Agendas: Matters regarding prevention of risks, matters on management of risks that occurred, and matters on improvement measures after closure of risks
	Members	Suh Kyung-bae
	Members	Lee Dong-Soon
	Members	Lee Sang-mok

title
Risk Management Committee (total of 4 members)	Chairperson	Ahn Sae-hong
	Members	Suh Kyung-bae
	Members	Lee Dong-Soon
	Members	Lee Sang-mok
Purpose of the CommitteeThe Risk Management Committee is to discuss, deliberate and make decisions on matters related to the overall business risk. MandateDiscuss, deliberate and make decisions on matters delegated by the Board of Directors, matters that require preliminary reviews before presenting to the Board of Directors, and other matters regarding overall business risk. Matters for Report or Agendas: Matters regarding prevention of risks, matters on management of risks that occurred, and matters on improvement measures after closure of risks

Status of 2021

Risk Management Committee Meeting

title
1st Risk Management Committee Meeting (18 March 2021)
Matters for Report	Key risk issues 2021
Participants	Attendance	-	-	-	-	-	-
Suh Kyung-bae	Present	-	-	-	-	-	-
Ahn Sae-hong	Present	-	-	-	-	-	-
Lee Sang-mok	Present	-	-	-	-	-	-
Result

title
2nd Risk Management Committee Meeting (19 March 2021)
Matters for Resolution (1 item)	Agenda 1 : Appointment of Chair of the Risk Management Committee
Participants	Attendance	No. 1	-	-	-	-	-
Suh Kyung-bae	Present	Approve	-	-	-	-	-
Ahn Sae-hong	Present	Approve	-	-	-	-	-
Lee Sang-mok	Present	Approve	-	-	-	-	-
Result		Approved

title
3rd Risk Management Committee Meeting (17 November 2021)
Matters for Report	2021 key risks and response measures, outlook on potential risks
Participants	Attendance	-	-	-	-	-	-
Suh Kyung-bae	Present	-	-	-	-	-	-
Ahn Sae-hong	Present	-	-	-	-	-	-
Lee Sang-mok	Present	-	-	-	-	-	-
Result

1st Risk Management Committee Meeting (18 March 2021)

Key risk issues 2021

2nd Risk Management Committee Meeting (19 March 2021)

Agenda No. 1: Appointment of Chair of the Risk Management Committee

Approved

3rd Risk Management Committee Meeting (17 November 2021)

2021 key risks and response measures, outlook on potential risks

Status of 2020

Risk Management Committee Meeting

title
1st Risk Management Committee Meeting (10 December 2020)
Matters for Report	2020 Annual Report
Participants	Attendance	-	-	-	-	-	-
Suh Kyung-bae	Present	-	-	-	-	-	-
Ahn Sae-hong	Present	-	-	-	-	-	-
Lee Sang-mok	Present	-	-	-	-	-	-
Result

1st Risk Management Committee Meeting (10 December 2020)

2020 Annual Report

Status of 2019

Risk Management Committee Meeting

title
1st Risk Management Committee Meeting (16 August 2019)
Matters for Report	2019 risk environment
	2018 risk occurrence analysis
	2019 key risks and response measures
Participants	Attendance	-	-	-	-	-	-
Suh Kyung-bae	Present	-	-	-	-	-	-
Ahn Sae-hong	Present	-	-	-	-	-	-
Lee Sang-mok	Present	-	-	-	-	-	-
Result

1st Risk Management Committee Meeting (16 August 2019)

2019 risk environment
2018 risk occurrence analysis
2019 key risks and response measures

ESG Committee

title
ESG Committee (total of 5 members)	Chairperson	Kim Jong-dae	Purpose of the CommitteeESG Committee shall discuss, deliberate, and decide on the overall matters related to ESG. MandateThe Committee shall discuss, deliberate, and decide on the matters delegated by the Board of Directors, the matters requiring review in advance to be brought to the Board of Directors and other matters concerning overall management risks. The matters for reporting or presenting to the Board : Supervision and response to ESG risks such as external regulations, communication with ESG-related stakeholders, ESG strategy establishment and detailed action plans, ESG-related implementation monitoring and improvement response
	Members	Lee Hwi-seong
	Members	Choe In-a
	Members	Ahn Sae-hong
	Members	Lee Dong-Soon

title
ESG Committee (total of 5 members)	Chairperson	Kim Jong-dae
	Members	Lee Hwi-seong
	Members	Choe In-a
	Members	Ahn Sae-hong
	Members	Lee Dong-Soon
Purpose of the CommitteeESG Committee shall discuss, deliberate, and decide on the overall matters related to ESG. MandateThe Committee shall discuss, deliberate, and decide on the matters delegated by the Board of Directors, the matters requiring review in advance to be brought to the Board of Directors and other matters concerning overall management risks. The matters for reporting or presenting to the Board : Supervision and response to ESG risks such as external regulations, communication with ESG-related stakeholders, ESG strategy establishment and detailed action plans, ESG-related implementation monitoring and improvement response

Status of 2022

ESG Committee Meeting

title
1st ESG Committee Meeting (7 February 2022)
Matters for Report	Report on measures to strengthen ESG governance
Matters for Report	Report on global ESG trends and improvement measures for external evaluation
Participants	Attendance	-	-	-	-	-	-
Kim Gyeong-ja	Present	-	-	-	-	-	-
Eom Yeong-ho	Present	-	-	-	-	-	-
Lee Hwi-seong	Present	-	-	-	-	-	-
Ahn Sae-hong	Present	-	-	-	-	-	-
Lee Dong-Soon	Present	-	-	-	-	-	-
Result

1st ESG Committee Meeting (7 February 2022)

Report on measures to strengthen ESG governance
Report on global ESG trends and improvement measures for external evaluation

Status of 2021

ESG Committee Meeting

title
1st ESG Committee Meeting (27 April 2021)
Matters for Resolution (2 item)	Agenda No. 1: Appointment of Chair of the ESG Committee
Matters for Resolution (2 item)	Agenda No. 2: Approval of 2030 Sustainable Management Strategy and Specific Goals
Participants	Attendance	No. 1	No. 2	-	-	-	-
Kim Gyeong-ja	Present	Approve	Approve	-	-	-	-
Eom Yeong-ho	Present	Approve	Approve	-	-	-	-
Lee Hwi-seong	Present	Approve	Approve	-	-	-	-
Ahn Sae-hong	Present	Approve	Approve	-	-	-	-
Lee Dong-Soon	Present	Approve	Approve	-	-	-	-
Result		Approved	Approved

title
2nd ESG Committee Meeting (29 October 2021)
Matters for Report	Report on responses to sustainable palm oil
Matters for Resolution (1 item)	Agenda 1 : ESG investment plan
Participants	Attendance	No. 1	-	-	-	-	-
Kim Gyeong-ja	Present	Approve	-	-	-	-	-
Eom Yeong-ho	Present	Approve	-	-	-	-	-
Lee Hwi-seong	Not present	-	-	-	-	-	-
Ahn Sae-hong	Present	Approve	-	-	-	-	-
Lee Dong-Soon	Present	Approve	-	-	-	-	-
Result		Approved

1st ESG Committee Meeting (27 April 2021)

Agenda No. 1: Appointment of Chair of the ESG Committee

Approved

Agenda No. 2: Approval of 2030 Sustainable Management Strategy and Specific Goals

Approved

2nd ESG Committee Meeting (29 October 2021)

Report on responses to sustainable palm oil

Agenda No. 1: ESG investment plan

Approved

List