SOOP ESG2023

To adapt to the rapidly changing media environment and meet the needs of its stakeholders, SOOP operates a board of directors with expertise, diversity and independence and aims to ensure soundness and transparency in its governance, especially through its ESG Committee and Audit Committee. In addition, to become a company trusted by its shareholders, SOOP actively communicates with its shareholders and maintains its shareholder-friendly management philosophy, including expanded information disclosure and return to shareholder policies.

Board Composition and Decision-Making Structure

As of March 2024, SOOP’s Board of Directors(the “BOD”) consists of two inside directors, one non-executive director and two independent directors. The BOD, which represents various stakeholders, oversees and resolves major management issues and promotes SOOP’s long-term growth. In particular, it gathers opinions from various stakeholders through internal and external communication channels to identify major corporate issues and make balanced decisions based on them.

To ensure efficient and strategic decision-making, the Chairman of the BOD is authorized to convene the BOD meeting, and all directors are given equal opportunity to speak, in accordance with Article 5 of the BOD Operating Regulations.

Appointment of the First Female Independent Director

At a general meeting of shareholders of SOOP held on March 29, 2024, SOOP appointed Soo-Yeun Lim as its first female independent director. She is an expert in the field of accounting and finance who previously served as a managing director in the QRM department of KPMG Samjong Accounting Corp. and currently serves as a managing director in the strategic planning team of JK Investment and a member of SOOP’s Audit Committee. SOOP will continue to strengthen the diversity and expertise of its BOD through directors with diverse backgrounds and expertise.

BOD Composition (as of March 29, 2024)

BOD Independence/Diversity Guidelines

In 2024, SOOP adopted autonomous guidelines on the independence and diversity of directors to establish corporate governance at the global level. The guidelines on the independence of outside directors include recommendations that go beyond legal requirements while the diversity guidelines set out requirements to increase the diversity and expertise of the BOD.

Criteria for the Independence of Independent Directors

SOOP CO., LTD. aims to maximize the interests of the corporation and its shareholders while contributing to stakeholders and society by appointing outside directors capable of making independent and reasonable decisions. The Company ensures the independence of directors by complying with relevant laws such as the “Commercial Act” and establishing independence requirements in line with global guidelines to verify the independence of outside director candidates and incumbent outside directors. The Company considers the following elements to assess the independence of directors and comprehensively reviews any significant relationships the outside director may have with the Company :

Criteria for the Diversity of Board of Directors

SOOP Co., Ltd. aims to foster a diverse, inclusive, and collaborative organizational culture. Recognizing the importance of various internal stakeholders, users, business partners, suppliers, government agencies, and the public, the Company acknowledges that establishing a board with diverse perspectives and experiences is essential for sustainable growth. Therefore, the Company endeavors to enhance the expertise of the board by considering diversity in gender, age, career, skills, knowledge, and cultural background. Specifically, the Company comprehensively considers the following factors:

The Company flexibly considers various aspects of candidates’ expertise beyond the listed areas based on industry characteristics and management strategies. The Company establishes detailed criteria or grounds for assessing the expertise of board candidates. Additionally, the implementation of these diversity guidelines is regularly reviewed, and information related to board diversity is disclosed annually through the Company’s sustainability report and website.

BOD Operation

SOOP publicly discloses changes and resolutions of the BOD in its quarterly report. It also reports on BOD activities, the remuneration system, financial position, operating results, and liquidity in its annual report. Additionally, SOOP holds the BOD meeting whenever there are significant matters to be reported or resolved, and has established the ‘BOD Operating Regulations’ to support efficient operation of the Board. Unless otherwise stipulated by law, a BOD resolution shall be adopted by affirmative votes of a majority of the Board members present, provided that a quorum is met. In 2023, SOOP held a total of nine regular and extraordinary BOD meetings, received reports on six agenda items and passed 11 resolutions, achieving an attendance rate of 100%.

Operate the ESG Committee

Established in 2021 with the view of promoting sustainable management and enhancing corporate value, SOOP’s ESG Committee is in charge of making and promoting various decisions related to ESG issues. In particular, it sets goals for SOOP’s ESG activities, determines and approves detailed action plans to respond to related risks and opportunities, and manages, supervises, evaluates, and reviews ESG performance and issues. In addition, the ESG Committee reviews the materiality of ESG-related risks and opportunities and corresponding countermeasures and makes final deliberations on sustainability information disclosure.

The ESG Committee is composed of the CEO and one independent director, and an ESG Committee meeting was held on July 31, 2023 to review the results of the materiality assessment of SOOP and its overall ESG Report for 2022.

Establish the Audit Committee

SOOP established the Audit Committee in March 2024 under the BOD with the goal of preventing corruption and irregularities and improving the professionalism, reliability, and transparency of financial statements and disclosures. As of March 2024, the Audit Committee is composed of two independent directors and one other non-executive director.

Board Compensation

The remuneration of directors of SOOP, including its CEO, is determined by the BOD based on their positions, duties, and management performances within the limits of the amount approved by the regular general meeting of shareholders. The remuneration of a director consists of a fixed salary and a bonus linked to his/her performance. The returns for directors are calculated based on the Officer Remuneration Policy taking into account their position, assessed contribution, standard rate increases and the salary levels in the same industry for the year. Regular bonuses and special bonuses can be paid in accordance with the Officer Remuneration Policy, and regular bonuses are paid in consideration of management performance within the limit of 200% of the base amount(annual salary). Other incomes and deemed bonuses are paid in accordance with the Benefits Policy.

For independent directors, SOOP does not pay any additional compensation, including performance bonuses and stock options, to them other than their basic remuneration. SOOP makes transparent disclosures of individual compensation paid to directors and the auditor of KRW 500 million or more through its business report.

Audit Committee Establishment

SOOP established the Audit Committee at its 28th regular general meeting of shareholders(on March 29, 2024). The Audit Committee is composed of two independent directors and one non-executive director in accordance with the Commercial Act and SOOP’s Articles of Incorporation. One of the members of the Audit Committee is an accounting or financial expert in accordance with relevant laws and regulations. In addition, as of March 2024, there is an audit support organization composed of a total of eight professional practitioners from the finance team/planning team. Through the establishment of the Audit Committee, SOOP aims to prevent corruption and irregularities and enhance the professionalism, reliability, and transparency of financial statements and disclosures.

Audit Committee Support Organization

Equity and Capital Structure

Stock Information

IR Activity

SOOP leverages ‘communication’ as its core value of corporate management and the advantages of streaming services to pursue active IR activities. Through live broadcasts of quarterly earnings calls, the CEO and IR representatives of SOOP interact with its investors in real-time to present information on the company’s business performance. These broadcasts are open to not only institutional investors but also individual shareholders and general internet viewers, and after such broadcast ends, videos of such broadcast are posted on the official website of SOOP so that anyone can watch them again at any time. In addition, SOOP provides information on key disclosures in both Korean and English to help domestic and international investors make more informed decisions, and SOOP also participates in domestic and international conferences and NDRs through securities firms every year to enhance investors’ understanding of its status.

Based on such culture of communication with investors as describe above, SOOP was selected as the ‘Excellent Company at the Korea IR Awards Ceremony’ organized by the Korea Investor Relations Service in 2019 and 2020 and as the ‘Best Company at the Korea IR Awards Ceremony’ in 2022. In March 2023, SOOP was selected as the ‘Excellent Company for IR Activities on the KOSDAQ Market in 2022’ by the Korea Exchange, and in October, Director Ji-Yeon Kim in charge of SOOP’s IR activities won the ‘Best IRO Award’ at the ‘2023 Korea IR Awards Ceremony’ organized by the Korea Investor Relations Service. SOOP was also recognized abroad as one of the ‘Forbes Asia Best Under A Billion’ companies by the Forbes magazine of the US in 2019 and 2022.