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Corporate Governance

#Board of Directors #Audit#Stock and Shareholders#IR Activities #Shareholder Return Policy

Sound Governance

Since its establishment, AfreecaTV has been driving continuous innovation, redefining traditional one-way media into a mutual and respectful two-way communication platform to deliver the best entertainment services. To achieve this, we make efforts to maintain appropriate checks and balances, ensuring the right authority and accountability among shareholders, the board of directors, and management. We aim to maintain a balanced approach in decision-making. Furthermore, to respond to the rapidly changing media landscape and meet the demands of stakeholders, AfreecaTV has formed a board based on expertise. We are dedicated to long-term growth and value creation, leveraging technological advancements.

Ensuring Board of Directors Independence

AfreecaTV's independent directors are selected by the Board of Directors considering their significant career achievements and expertise. They are ultimately appointed through a shareholder meeting. During the appointment process, independent directors maintain their independence in accordance with the criteria for independence as defined in Article 382 of the Commercial Act. Moreover, to fulfill the role of oversight and balance in the Board of Directors, one full-time auditor, as designated by a resolution of the shareholder meeting, is performing their duties.

Standard of Independence for Independent Directors
Directors, executive directors and employees who are engaged in the regular business of the relevant company, or directors, auditors, executive directors and employees who have engaged in the regular business of the company within the last two years
The principal, his/her spouse, lineal ascendants, and lineal descendants if the largest shareholder is a natural person
Directors, auditors, executive directors and employees of the corporation if the largest shareholder is a corporation
The spouse, lineal ascendants, and lineal descendants of directors, auditors and executive directors
The directors, auditors, executive directors and employees of a parent company or a subsidiary of the company
Directors, auditors, executive directors and employees of a corporation that has a significant interest in the company, such as business relations
Directors, auditors, executive directors and employees of another company where the directors, executive directors and employees of the company serve as a director or executive director

Board Composition Decision-Making System

As of March 2023, the Board of Directors is composed of two internal directors and one independent director. The Board oversees and decides on key management issues for longterm growth while representing the interests of stakeholders. To ensure efficient and strategic decision-making, the Representative Director concurrently holds the position of Chairman according to Article 5 of the Board's Operation Regulations. All directors are provided with equal opportunities to express their opinions to secure objectivity. Furthermore, the Board of Directors utilizes internal and external communication channels tailored to the characteristics of AfreecaTV to gather various stakeholders' opinions and understand the company's critical issues. This contributes to balanced decision-making tailored to the interests of stakeholders.

Board Composition Decision-Making System
Category Name Job title Key experience Appointment status Date of initial appointment
Internal director Sookiel Seo New business chief
  • Bachelor degree of Aerospace Engineering, Seoul University
  • University of Pennsylvania MBA
  • CEO, Actozsoft Co.,Ltd
  • CEO, Wemade Co., Ltd
Reappointment Dec. 15, 2011
Chan-Yong Jung (CEO) Head chief
  • Bachelor degree of Business Administration, MyongJi University
  • KAIST Graduate school of Information& Media management
  • KT Tech Co., Ltd
  • Wemade Co., Ltd
Reappointment Dec. 15, 2011
Independent director Jae Min Jung Management Advisor
  • Professor, University of West Florida
  • Professor, Seoul Women's University
  • Chair and Professor, KAIST.
  • Professor, Graduate School of Information & Media Management. Dean
New appointment Mar. 30, 2021

Board Expertise and Diversity

AfreecaTV's Board of Directors appoints experienced independent directors to ensure continuous strategic decision-making in the rapidly evolving technological landscape and changing business environment. Considering various criteria for board diversity, including expertise, practical experience in different fields, cultural background, gender, and more, we strive to meet the requirements of professionalism and diversity for independent directors. Moreover, we have established an independent director support task force within the company to assist independent directors in performing their professional duties effectively within the Board of Directors. Additionally, we regularly provide education on board-related matters and key management updates during board meetings to enhance the understanding of independent directors about our management activities and further strengthen their expertise.


Board Activities and Transparent Disclosure

AfreecaTV discloses changes in the Board of Directors and the details of resolutions in quarterly report, providing transparent information to stakeholders. Additionally, through annual business reports, we openly share the annual activities of the Board of Directors, compensation system, financial status, operational performance, liquidity, and management assessment results. Moreover, AfreecaTV convenes the Board of Directors whenever major reporting items or resolution matters arise. To ensure efficient operations, the company has established 'Board of Directors Operation Regulations'. Board resolutions, except those specified by law, are decided by a majority of the attending directors with their approval. In 2022, we held a total of three regular and special Board of Directors meetings, passing resolutions on 13 agenda items. The attendance rate for the Board of Directors meetings was 100%.

Board Activities and Transparent Disclosure
Division Date Description
1 Feb. 2022 Approval of the 2021 Financial Statements, Revision of Executive Compensation Regulations, Revision of Internal Accounting Management Regulations, Revision of Board of Directors Operation Regulations, Approval of Safety and Health Management Plan, Granting of Stock Option, Implementation of Electronic Voting System for Regular Shareholders' Meeting, Exercising Voting Rights through Service Operation, Treasury Stock Acquisition, and Execution of Trust Agreement
2 Mar. 2022 Approval of the 26th Regular Shareholders' Meeting and Agenda Items, Establishment of ESG Committee within the Board of Directors, Cancellation of Stock Option Grant
3 Jun. 2022 Trust Agreement for the Acquisition of Treasury Stock

Audit System and Training

AfreecaTV appoints one full-time auditor, as resolved by the shareholder meeting, to monitor the proper operation of the Board of Directors. The auditor attends Board meetings independently and supervises the directors' duties. They have the authority to demand the submission of relevant books and documents related to the department. If necessary, the auditor can receive reports on business matters from the company and access management information through appropriate methods. To support this role, there is an audit support organization composed of eight professional staff members from the Finance and Planning teams. In addition, under the direction of the Finance team, education sessions are conducted for the full-time auditor on topics such as 'Explanation of Appointing External Auditors', 'Legal Interpretation of External Auditing, and the Role and Responsibilities of Internal Auditors'.

Audit System and Training
Team No. of members Rank (years of service) Key role
Finance Team 1 1 team leader (7+)

Provide data for an internal control evaluation

Support the audit on business activities

Planning Team 7 1 team leader (4+)

Consult on and review relevant laws

6 team members (+/-2)

Consult on relevant laws and provide review data

Stock Information

Stock Information
Category 2020 2021 2022
Highest Lowest Highest Lowest Highest Lowest
AfreecaTV(KRW) 68,500 40,200 69,900 39,000 204,100 95,400
KOSPI(p) 2,873.47 1,457.64 3,316.08 2,822.73 3,010.77 2,134.77
KOSDAQ(p) 968.42 428.35 1,038.09 877.73 1,041.29 650.39

Shareholder Composition

National Pension Service
Saint International Co., Ltd.
  1. Others 60.2%
  2. Saint International Co., Ltd. 25.5%
  3. National Pension Service 9.2%
  4. Treasury stocks 5.1%

Internal Director Stock Ownership

Internal Director Stock Ownership
Category Unit 2020 2021 2022
Internal Director Chanyong Jung Shares Share 10,325 43,755 43,755
Amount KRW 1,000 5,163 21,878 21,878
Ownership percentage % 0.09 0.38 0.38

IR Activities

We value communication and utilize the advantages of media to conduct performance announcements through ALCON every quarter. We provide information on major disclosures in both Korean and English, transparently offering information about AfreecaTV to domestic and international stakeholders. Additionally, the company participates in conferences and nondeal roadshows (NDR) through securities firms annually, helping investors understand AfreecaTV. As a result of these efforts, we have been recognized domestically, receiving the 'Korea IR Award for Outstanding Companies' by the Korea Investor Relations Association in 2019 and 2020, and being honored as the 'Korea IR Award for Best Companies' in 2022. Furthermore, we have also been recognized internationally, being selected as one of the 'Forbes Asia Best Under A Billion' companies by Forbes in 2019 and 2022.

  • Best IR Award at the Korea IR Grand Awards

  • Forbes Asia's Best Under A Billion

Shareholder Return Policy

AfreecaTV has demonstrated consistent earnings growth, surpassing market trends and showing positive stock performance. Not content with this, we have decided to return a portion of its net profit to shareholders through dividends. AfreecaTV plans to continue this practice of dividend distribution, taking into account the growth in net profit and cash flow considerations for future investments.


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