Governance (G)

We will contribute to the growth and development of all stakeholders based on sound business ethics and legal compliance.

Preamble

HD Construction Equipment Corporation (hereinafter referred to as the "Company") aims to be the world's leading general heavy industries company under the management philosophy of creative foresight, active willpower, and strong drive. The Company's management philosophy is to increase corporate value through continuous growth, practice fair and transparent management, and pursue safe and eco-friendly management practices. We will implement a labor-management culture of mutual respect and trust and contribute to social development as a global corporate citizen. Based on this spirit of Hyundai, management vision, and management philosophy, we will do our best to impress customers, reward employees, and satisfy shareholders by enhancing the value of our company. To this end, we have established the HD Construction Equipment Corporate Governance Charter as follows to establish an improved corporate governance system and to maintain and develop it:

Chapter 1 Shareholders

Article 1 (Rights of Shareholders)

①

Shareholders have basic rights as owners of the Company.

②

Matters that bring about significant changes to the existence of the Company and shareholder rights shall be decided at the general meeting of shareholders in a manner that guarantees shareholder rights as much as possible.

③

The Company shall provide shareholders with sufficient information regarding the time, place, and agenda of the shareholders' meeting in a timely manner, and the time and place of the shareholders' meeting shall be determined to maximize shareholder participation.

④

Shareholders shall be able to propose agenda items to the Board of Directors and ask questions and request explanations about the agenda items at the shareholders' meeting.

⑤

Resolutions at general shareholders' meetings must be made in a fair and transparent manner, and shareholders must be able to exercise their voting rights as easily as possible directly or indirectly.

Article 2 (Equitable Treatment of Shareholders)

①

Shareholders shall be granted one vote for every one share of common stock, and the inherent rights of shareholders shall not be infringed upon. Also, restrictions on voting rights for certain shareholders shall be limited in accordance with the law.

②

Shareholders shall be able to obtain necessary information from the Company in a timely, sufficient, and equitable manner, and even when the Company discloses information that it is not obligated to disclose, it shall do so equitably to all shareholders.

③

Shareholders shall be protected from unfair internal transactions and self-dealing by other shareholders, including controlling shareholders.

Article 3 (Responsibilities of Shareholders)

①

Shareholders shall strive to actively exercise their voting rights for the development of the Company in recognition of that exercising their voting rights may affect the management of the Company.

②

A controlling shareholder who exercises influence over the management of the Company shall act in the interest of the Company and all shareholders and be held responsible for damages to the Company and other shareholders in case of acting contrary to this principle.

Chapter 2 Board of Directors

Article 4 (Roles and Responsibilities of the Board of Directors)

①

The Board of Directors shall make decisions on material matters of the Company and monitor and supervise the execution of business by directors and management.

②

The Board of Directors shall supervise whether directors and management perform their duties faithfully for the Company and shareholders.

③

The Board of Directors shall protect shareholder rights and pursue the interests of the Company.

Article 5 (Composition of the Board of Directors)

①

The number and composition of the Board of Directors shall be determined appropriately to enable efficient decision-making and active discussions.

②

In order to perform the roles and responsibilities of the Board of Directors, members of the Board of Directors must have diversity, expertise, and expertise in each field.

③

The proportion of outside directors on the Board of Directors shall be at least half, and the proportion of outside directors may be increased if necessary.

Article 6 (Outside Directors)

①

Outside directors must have expertise, professional knowledge, and sufficient experience to perform their duties.

②

The Company shall support outside directors to enable them to faithfully perform their roles and responsibilities and shall provide opportunities for training.

③

Outside directors shall attend meetings of the Board of Directors, and the Company shall actively encourage discussions and questions by outside directors at meetings of the Board of Directors.

④

Outside directors shall actively engage in debates and discussions on all agenda items of the Board of Directors and faithfully perform their duties, including monitoring management.

Article 7 (Independent Operation of the Board of Directors)

①

The Board of Directors shall make independent decisions without undue influence from shareholders, including major shareholders, or interested parties within and outside the Company.

②

The Company shall guarantee the independence of the Board of Directors and create conditions for the independent operation of the Board of Directors.

③

The Board of Directors may request the submission or provision of data and materials necessary to perform its duties from the management, and the Company must comply with such requests.

Article 8 (Committees under the Board of Directors)

①

The Board of Directors may establish specialized committees to enable professional and efficient decision-making and supervision.

②

If the majority of committee members are outside directors, the independence and professionalism of the committee can be ensured.

③

The matters delegated to the committee under the Board of Directors and the matters to be reported shall be clearly defined.

Article 9 (Operation of the Board of Directors)

①

The Board of Directors shall meet regularly, and extraordinary meetings may be convened when necessary.

②

Matters to be decided by the Board of Directors and the meeting schedule shall be prepared and notified in advance, and the meeting materials shall be provided to the directors in advance to ensure sufficient review.

③

Directors shall attend meetings of the Board of Directors and actively engage in debates and discussions.

④

The Board of Directors shall record the progress and results of the meeting and make them available to directors.

Article 10 (Liability and Compensation of Directors)

①

Directors shall be held liable for damages to the Company and shareholders if they violate laws or Articles of Incorporation or neglect their duties.

②

The remuneration of directors shall be determined at a level appropriate to their roles and responsibilities and shall be set in a fair and transparent manner.

Article 11 (Evaluation and Compensation)

①

The management activities of the management shall be evaluated fairly, and the evaluation results will be adequately reflected in the remuneration. The remuneration of directors shall be determined by the Board of Directors within the scope approved by the general meeting of shareholders.

Chapter 3 Audit Body

Article 12 (Audit Committee)

①

To maintain independence and professional competence, the Audit Committee shall be composed of three or more directors, and at least two-thirds of the members, including the chairperson, shall be outside directors. One of the members shall be a person with specialized knowledge of the audit process. Members who are not outside directors shall not be disqualified according to relevant laws such as the Commercial Act.

②

The Audit Committee shall faithfully fulfill its audit duties, including examining the legitimacy and validity of the execution of the duties of directors and the management.

③

The Board of Directors shall specify regulations regarding the goals, organization, authority, responsibilities, and tasks of the Audit Committee. In addition, the Audit Committee shall evaluate the validity of these regulations annually and disclose the contents.

④

The Audit Committee shall hold at least one meeting per quarter and may invite management, financial executives, the heads of the departments subject to internal audit, and the external auditors to attend, if necessary.

⑤

The Audit Committee shall keep minutes of each meeting, and the minutes shall clearly and accurately describe the matters discussed and the resulting resolutions. The Audit Committee shall prepare audit minutes that specifically record the details of the audit.

⑥

The Audit Committee shall be able to freely access to information necessary to perform the audit and to seek advice from external experts when necessary.

⑦

The Audit Committee shall report on the assessment of its independence and major activities at the general meeting of shareholders, and the CEO shall disclose the details thereof in the business report.

⑧

The Audit Committee members shall be independent of the management and controlling shareholders. Therefore, the Audit Committee members may only receive compensation as directors and no other compensation.

Article 13 (External Auditor)

①

The external auditor shall maintain legal and practical independence from the audited company and its management and controlling shareholders.

②

The external auditor shall attend the general meeting of shareholders and answer to any questions from shareholders regarding the audit report.

③

The external auditor is responsible for compensating the audited company and information users for damages caused by negligent auditing. The external auditor shall check whether any information regularly disclosed, along with the audited financial statements, is inconsistent with the audit results.

④

The external auditor shall endeavor to identify any irregularities or legal violations of the audited company during the audit.

⑤

The external auditor shall consider the viability of the audited company as required by relevant laws and regulations, including the Act on External Audit of Stock Companies.

⑥

The external auditor shall report important matters identified during external audit activities to the Audit Committee.

Chapter 4 Stakeholders

Chapter 5 Management Monitoring by the Market

Differences from the best practice guidelines

Corporate Governance Best Practice Recommendations	Adoption (Y/N)	Remarks

Board composition requirements	O	Outside directors making up the majority (3 out of 5)

Outside Director Candidate Nomination Committee	O	Outside directors making up the majority (4 out of 5)

Concentrated voting system	X	Independence from the Company, management, and controlling shareholders

Independence of outside directors	O	Regular meetings held every quarter

Regular board meetings	O	-

Establishment of rules of operation for the BOD and its committees	O	-

Disclosure of the operating status of the BOD and its committees	O	-

Audit Committee composition requirements	O	All outside directors (including accounting or finance experts)

Subscribe to a liability insurance policy for the directors at the Company's expense	O	Subscribe to a liability insurance policy for the executives

Board evaluation	X	-

Provide information in advance to directors for board meetings	O	-

Certification of accuracy and completeness of financial reporting	O	-

Establishment of a code of ethics for employees	O	Posting on the Group's ethical management web page

Explanation of the differences from best practice guidelines	O	-