Kakao

IR Main

Governance

기업지배구조 메뉴

Difference between Charter and Code

Corporate Governance

It is a system related to corporate management. It is the mechanisms and operating bodies which coordinate and regulate the interests of shareholders, management and labor who participate in the management of a company either directly or indirectly.
In other words, Corporate Governance covers not only the ownership structure, but also shareholders' rights, equal treatment of shareholders, the roles of interested parties in corporate governance, disclosure and transparency, the responsibility of the Board of Directors, etc.

Difference between Charter and Code ( Based in 2021 )

Difference between Charter and Code
Core Principles		Best Practice Recommendation	Reflected	Implementation
Shareholder	Shareholders' rights	Four weeks advance notification of information related to general shareholder meetings	O	A convocation announcement is made 4 weeks before the general shareholders' meetings
Shareholder	Shareholders' rights	Electronic voting system	O	Electronic voting system has been in use for shareholder meetings since 2015
Shareholder	Shareholders' rights	Spread of dates for general shareholder meetings	O	General shareholder meetings are held on days that ensure meetings are dispersed since 2018
Shareholder	Shareholders' rights	Notification of dividend policy and payout plan to shareholders at least once a year	O	In February 2022, Kakao announced our first mid/long-term three-year shareholder return policy through the board. This policy aims to allocate 15~30% of our non-consolidated free cash flow for shareholder return over the next three years.
Board of Directors	Function of the Board of Directors	Establishment and implementation of the CEO succession policy(including emergency succession plan)	O	Stipulated CEO succession policy
Board of Directors	Function of the Board of Directors	Establishment and operation of the internal control policy	O	On March 29th, 2022, Kakao Board appointed the risk management officer to lead the overall risk management operations and approved the integrated risk management regulations.
Board of Directors	Composition of the Board of Directors and Appointment of Directors	The chairman of the Board and the CEO are separated	X	Outside director is the chairman of the Board
Board of Directors	Composition of the Board of Directors and Appointment of Directors	Adoption of cumulative voting	X	Cumulative voting is not adopted under the article
Board of Directors	Composition of the Board of Directors and Appointment of Directors	Establishment of policy to prevent election of a member responsible for damaging company value or right of the shareholders	O	Related policy is in place
Board of Directors	Composition of the Board of Directors and Appointment of Directors	Term for independent board member is limited to six years	O	None of the independent board members served their term longer than 6 years
Auditing Body	Internal Audit Systems	Training session for the Internal Audit System is provided at least once a year	O	Training session for the Audit Committee is provided at least once a year
Auditing Body	Internal Audit Systems	Establishment of Independent supporting organization for the Audit Committee	X	Financial Planning Office and Ethical Management team are operating the organization to support the Audit Committee
Auditing Body	Internal Audit Systems	Existence of accounting or financial expert on the Audit Committee	O	Accounting/financial expert is elected as a chairman of the Audit Committee
Auditing Body	Internal Audit Systems	Audit Committee held at least once a quarter with outside auditor and without the presence of management	O	Audit Committee is held every quarter
Auditing Body	Internal Audit Systems	Establishment of policy allowing Audit Committee's access to core business information	O	Related policy in place as the regulations of the Audit Committee