Mutual growth - Seohan Innobility

01

Purpose

The purpose of these guidelines is to contribute to the establishment of a fair subcontract transaction order and to prevent violations of the subcontract law in advance by specifying a series of work procedures related to the operation of the internal deliberation committee to review the fairness and legality of subcontract transactions between the Company and its partner.

02

Composition of the Guidelines

1) Composition of the internal deliberation committee
2) Agenda for deliberation of the internal deliberation committee
3) Operation of the internal deliberation committee

03

Definition of Terms

1) The internal deliberation committee shall be composed of a total of 7 people, including the purchasing general manager, parts purchasing team leader, general purchasing team leader under the purchasing general office, manager of the management office under the management office, management support team leader, partner cooperation team leader, legal team leader.
2) Among the members of the internal deliberation committee, the purchasing general manager and the general purchasing team leader shall be the chairperson and secretary of the internal deliberation committee, respectively.

04

Agenda for deliberation of the internal deliberation committee

The agenda for deliberation of the internal deliberation committee is as follows:

1) Deliberation on the adequacy of standards and procedures for partner registration and cancellation

• Relevant regulations when revising the contract, related regulations when revising subcontract guidelines, etc.

2) New registration of partners - Deliberation on adequacy of registration standards and procedures

3) Cancellation of partner transaction - Deliberation on adequacy of cancellation standards and procedures

4) Re-deliberation of matters related to partner non-registration and transaction cancellation in case a partner appeals against the Company’s decision

5) Matters related to post verification of the legitimacy of subcontract transactions

① Deliberation and correction of injustice when reporting unfair practices between partners
② Whether the payment is completed within the payment deadline after the contract is terminated
③ Whether the responsibility for repairing defects has not been unreasonably transferred

6) Sanctions against executives and employees who violate relevant laws such as the Subcontracting Act

7) Other subcontracting matters that require deliberation by the internal deliberation committee

05

Operation of the internal deliberation committee

1) The internal deliberation committee is held regularly on the third (fourth) Tuesday of the first month of every quarter (the date can be adjusted if necessary), and may be held at any time upon the initiative of the above chairman when an issue arises.

2) The internal deliberation committee is held and conducted by the secretary.

3) The secretary shall notify each deliberation committee member of the date and place of the deliberation committee at least 7 days prior to the meeting of the deliberation committee.

4) Each deliberation committee member shall notify the secretary of each deliberation agenda 3 days before the meeting of the deliberation committee.

5) The secretary shall synthesise the agenda for deliberation and report it to the chairperson no later than two days before the deliberation committee meeting, and then notify each deliberation committee member.

6) Implementation of the internal deliberation committee

• The members of the deliberation committee shall deliberate on whether the proposed deliberation agenda is for (appropriate) or against (inappropriate).
• The resolution of the internal deliberation committee shall be decided by unanimous consent of all members in principle.
• If there is a dissenting opinion during the deliberation, the decision shall be made by a majority vote.
• If there is a dissenting opinion during the re-deliberation, the decision also shall be made by a majority vote.

7) The secretary shall report the results of deliberation internally, and then notify each deliberation committee member.

8) Each deliberation member shall take necessary measures in the relevant department for the approved or rejected agenda.

06

Document storage

1) Documents related to the internal deliberative committee's deliberation results and actions must be kept for at least 3 years from the end of the deliberation.