파버나인

- PAVONINE Co., Ltd. (here in after referred to as "Company") is trying to become a global high-tech material company that has secured eco-friendly management and technology by creating value for customers, shareholders, and society.

- Establishing a sound governance structure ensures trust from all stakeholders as a respected global company and establishes this Charter of Corporate Governance with the firm belief that it can serve as the basis for sustainable management activities.

- Under the supervision of an independent board of directors, the Company shall endeavor to promote shareholder interests, protect stakeholders' rights, improve corporate value and achieve a transparent and advanced governance structure for sustainable growth through transparent and responsible management.

① As owners of the company, shareholders have the right to attend shareholders meetings and to participate in voting rights, shareholders' rights, and to receive regular and timely information guaranteed by relevant laws and regulations.
② Mergers and business transfers that cause significant changes in the existence and shareholder rights of the company, division and dissolution of the company, and changes in the articles of incorporation must be determined at the shareholders' meeting.
③ The exercise of shareholder rights shall be conveniently exercised by the free will of shareholders. In order to facilitate the exercise of shareholders' rights, the Company shall provide shareholders with information on the date, time and place of the shareholders meeting, the proposal of the shareholders meeting, etc. within a sufficient period of time.

① Shareholders shall have one voting right for each common share and their essential rights shall not be infringed. Restrictions on voting rights for specified shareholders shall be strictly enforced as provided for by law.
② The company provides necessary information to shareholders in a timely and easy-to-understand manner. In addition, when disclosing information that is not obligated to disclose, it will be provided fairly to all shareholders.
③ The company protects shareholders from unfair internal transactions and self-transactions by other shareholders, such as controlling shareholders.

① Shareholders shall actively exercise their voting rights in the direction of the company's development and profit.
② Shareholders who exercise influence over the management of the company must act in the interests of the company and all shareholders, and must strive to prevent unfair damage to the company and other shareholders from acting contraryly.

① The Board of Directors is the company's highest decision-making body, has comprehensive management authority, and conducts important management decisions and management supervision of the company for the benefit of the company and its shareholders.
② The Council may delegate its authority to the representative director or to a committee within the Council. However, major matters specified in the articles of incorporation of laws and regulations or the provisions of the board of directors shall be excluded.

① The Company shall appoint three to nine directors at a shareholders meeting.
② The Board of Directors shall comprise a majority of all directors in the number of outside directors for independent and substantial management supervision functions.
③ The board of directors shall not consist of all members of the board of directors of a particular gender.
④ The President-in-Office of the Council shall convene and preside over the Council and shall take measures to ensure that the role of the Council is effectively carried out in all aspects.
⑤ Although the board of directors shall decide with the attendance of a majority of registered directors who have the right to vote and the approval of a majority of the directors present, directors who have an interest in the proposal shall not have the right to vote.
⑥ In principle, the board of directors shall be held regularly once a month, but adjustments can be made depending on the agenda and schedule, and an extraordinary board of directors shall be held if necessary.
⑦ For the smooth operation of the board of directors, the board management regulations shall be established that specify the authority, responsibility, and management procedures of the board of directors.
⑧ Directors may participate in the board of directors by utilizing telecommunications means if necessary.
⑨ The company prepares minutes for each board meeting and keeps the contents of the meeting.

① Directors other than outside directors shall be appointed at the shareholders meeting on the recommendation of the board of directors.
② Outside directors shall be appointed at the shareholders meeting on the recommendation of the Outside Director Candidate Recommendation Committee.
③ Representative directors shall be appointed from among the directors appointed at the shareholders meeting by resolution of the board of directors.

① Directors must be able to represent the interests of all shareholders and stakeholders in a balanced manner, having exemplary ethical, professional and honest manner, in accordance with the qualification criteria set forth in the relevant laws and regulations.
② Directors should not be discriminated against by factors such as gender, age, nationality, race, religion, educational standards, and disability, and should be able to contribute to improving corporate value and shareholder rights.

① The director shall perform his duties in accordance with his duty of care and loyalty as a good manager, and shall make reasonable decisions with sufficient time and effort based on various information. The management decisions of these directors must also be respected.
② Directors shall not divulge information obtained in the course of their duties to the outside world or use it for personal gain.
③ If the directors violate laws and regulations or the articles of incorporation or neglect their duties, they shall be liable to the company for damages, and if the directors are malicious or grossly negligent, they shall be jointly and severally liable to third parties.
④ Where direct or indirect influence may be exerted on the director's own personal interests, he/she shall not participate in the decision-making process.
⑤ The company can purchase executive liability insurance for directors at the company's expense.

① The Board may establish and operate committees within the Board to enhance the expertise and efficiency of its operations.
② The majority of the committee members are outside directors.
③ The organization, operation, and authority of all committees shall be stipulated in a clear statement. In addition, the Commission's resolution on matters delegated by the Council has the same effect as the Council resolution.

① Outside directors are those who have extensive expertise and practical experience in related fields such as management/economy, accounting/financial, legal, and administration, and must be able to make independent decisions without any significant interest in the company.
② Outside directors independently participate in the company's key decisions and supervise management through board activities.
③ Outside directors may request the company to provide information necessary for performing their duties, and, if necessary, may receive support from officers, employees, outside experts, etc. at the company's expense in accordance with the prescribed procedures.

① To maintain independence, the Audit Committee shall achieve at least two-thirds of all members of the Board of Audit and Inspection, and shall include at least one accounting or financial expert for experience.
② The audit committee shall audit and investigate corporate accounting/financial activities, audit the legality of directors and management activities, review and assess internal accounting systems, and other matters prescribed by the Articles of Incorporation and Audit Committee.
③ The audit committee shall be held at least once a quarter and may, if necessary, require the attendance of the directors, management or the head of the internal audit department, and external auditors.
④ The audit committee may request the company to provide information necessary for the audit work, and, if necessary, request consultation from outside organizations and experts at the company's expense.
⑤ The audit committee prepares minutes for the meeting.

① External auditors shall carry out audit services fairly from an independent standpoint of the company, management, and specified shareholders.
② External auditors shall report important matters, etc. identified during external audit activities to the audit committee.
③ External auditors should participate in shareholders meetings and answer in good faith if there are any questions from shareholders regarding the audit report.

① The company strives to faithfully fulfill the company's social responsibilities to all stakeholders, including customers, employees, partner companies, and local communities.
② The company will do its best to faithfully protect the rights of stakeholders under laws and regulations and contracts.
③ The Company shall provide information necessary to protect the rights of interested parties to the extent permitted by law.

① The company periodically prepares and publishes business reports, semi-annual reports, and quarterly reports, and promptly and sincerely publishes matters that may have a significant impact on shareholders and stakeholders.
② The company shall disclose the scope of disclosure of important corporate information and the timing of disclosure so that all interested parties can access it simultaneously without preferential treatment or discrimination.
③ The company will prepare the disclosure in an easy-to-understand manner and make it easy for stakeholders to use.
④ A company shall designate a person in charge of public disclosure and shall have a system in which important information of the company is quickly transmitted to the person in charge of public disclosure.
⑤ The Company shall specifically disclose the current status of stock ownership of the controlling shareholders and their specially-related persons.