Guidelines on Independent Directors' Independence and Diversity

Guidelines on Independent Directors’ Independence

 

We operate a governance system designed to enable the Board of Directors (BOD) to make transparent and independent decisions and the Group to carry out efficient BOD-centered management activities through the appropriate checks and balances.

 

As regards our Independent directors, we meet the requirements for Independent directors’ independence under the 「Commercial Act」 and the 「Act on the Corporate Governance of Financial Companies」.

 

To enhance the independence of Independent directors, we have produced the following guidelines, and judge them to be independent provided that all of the provisions are satisfied.

 

□ Guidelines on Independent Directors’ Independence

• None of the Independent directors shall have been on the payroll of the Group or one of its affiliates as a regular employee or a non-standing director over the past five years. • No immediate family member of an Independent director shall have been an executive officer of the Group or an affiliate over the past three years. • None of the Independent directors shall be an advisor or consultant to the Group or the top management of the group. • None of the Independent directors shall be in the employ of the external auditor of the Group. • None of the Independent directors shall be in the employ of a corporation that has signed an agreement for consulting and/or technological cooperation with the Group. • None of the Independent directors shall be in the employ of a corporation that has signed an agreement for a transaction whose amount comes to 10% or more of the Group’s total annual sales in a recent business year. • None of the Independent directors shall be in the employ of a corporation whose total amount of transactions with the Group over the past three years comes to 10% or more of the Group’s total asset amount or operating profit. • None of the Independent directors shall have a special interest in any matters decided by the Board of Directors.



 

We shall do our best to pursue sustainable growth to protect the interests of all our stakeholders, including shareholders and financial consumers, and to maintain a transparent and independent governance structure.

The foregoing Principles were adopted pursuant to review and approval by the ESG Management Committee of Woori Financial Holdings’ Board of Directors, and may be amended as and when required by the committee.

 

April 23, 2021

Woori Financial Group








 

Guidelines on Independent Directors’ Diversity

 

We do not place restrictions on Independent director candidates based on such factors as gender, race, ethnicity, country of origin, nationality, age, experience, cultural background, religion, etc. in the procedure and criteria for their election, starting from the time of fixing their lineup. We strive to enhance the efficiency of the Board of Directors by electing specialists in diverse areas.

 

We have devised the following criteria in order to strengthen the diversity and expertise of the Board of Directors and thereby equip them to make decisions on important matters based on a comprehensive consideration of the interests of our stakeholders, including shareholders and financial consumers.

 

□ Respect for diversity

• Gender: We will avoid any bias towards a particular gender in the pool of all independent director candidates to achieve the objective of promoting gender diversity on the board of directors. • Nationality: We explore candidates from diverse cultural backgrounds and environments, and from diverse walks of life, to build a governance structure that corresponds to global standards. • Experience: We consider the characteristics of financial business, but state no preferences based on a specific background • Other: We rule out exclusiveness to the utmost extent with regard to such factors as race, religion, ethnicity, etc., and consider diversity from the perspective of inclusiveness.

□ Strengthening expertise

• Required areas of expertise: Finance, economy, management, law, and accounting • Detailed expertise: Candidates should possess the expertise required for our continued growth, such as digital skills, ESG, global-mindedness, risk management, consumer protection, etc.



 

We shall ensure that the Board of Directors is composed of persons from diverse backgrounds with a wealth of experience based on our conviction that the BoD will be operated more efficiently and cope more effectively with markets and financial environments based on reasonable and balanced decision-making.

 

The foregoing Principles were adopted pursuant to review and approval by the ESG Management Committee of Woori Financial Holdings’ Board of Directors, and may be amended as and when required by the committee.

 

June 23, 2023

Woori Financial Group