Chapter 1 General Provisions
Article 1 (Purpose)
This regulation aims to regulate the necessary matters related to the organization, operation and authority, etc. of the ESG committee (hereinafter referred to as “committee”) of STX Corporation (hereinafter referred to as “company”).
Article 2 (Definition)
“ESG” shall mean the environment, society and governance related to the Company,and “ESG Activity” shall mean any general activity that aims to ensure sustainable management by minimizing risks relevant to ESG and the possibility thereof.
Article 3 (Scope)
Any matter related to the Committee shall be governed by this regulation unless it has been stipulated by applicable law and the articles of incorporation.
Article 4 (Duties and Authorities)
① The Committee shall determine and exercise general decision-making concerning the objectives of the company related to ESG and detailed activities to effectuate such objectives, as well as manage, supervise and evaluate the activities herein.
② Besides the matters prescribed in paragraph 1, the committee shall handle the matters specified in the applicable law or the articles of incorporation, and otherwise entrusted by the board of directors.
③ When necessary, the Committee may seek advice from an external expert through its resolution at the company’s expense.
Article 5 (Amendment and Repeal of the Regulation)
Amendment and repeal of this regulation shall be by the resolution of the Committee.
Chapter 2 Organization
Article 6 (Organization and Appointment)
① The Committee shall be organized with three or more members including a director and non-registered officer, and at least one member shall be a non-executive director.
② Initial members shall be appointed by the board of directors; thereafter, subsequent appointments shall be determined by the resolution of the Committee.
Article 7 (Chairperson)
① The chairperson shall be appointed by the resolution of the Committee among the non-executive directors.
② The chairperson represents the Committee, convenes and presides over a meeting.
③ When the chairperson is unable to discharge their duties, a director with the highest seniority shall be the acting chairperson. If there are two or more directors with the same seniority, the oldest director among them shall assume the acting role.
Article 8 (Secretary)
An officer or department head in charge of management planning shall be appointed as a secretary, and they shall handle the affairs of the Committee under the direction of the chairperson.
Chapter 3 Meeting
Article 9 (Convening Procedure)
The chairperson shall, by specifying the date, location and agenda for the meeting, notify each member of the Committee in writing, electronic document or verbal notification no later than 2 days before the meeting convenes. However, the procedure to convene a meeting may be waived if all members of the Committee agree.
Article 10 (Resolution)
① The resolution of the Committee shall be made by the majority of the members attending among the quorum of the majority of the members.
② If any member has a special interest in an agenda of the resolution, such member shall not be permitted to exercise the voting right.
③ If necessary, the Committee may allow the staff member or external panel related to the agenda to perform inquiries and hear their opinion on the matter.
④ The Committee may permit a part of or the entire quorum not to be present in a meeting in person and participate in a resolution through means of telecommunication that can transmit the voices of all members simultaneously; in such a case, a member not present to the meeting in person shall be deemed to have been present to the Committee.
Article 11 (Minutes)
① Minutes shall be recorded related to the decision-making of the Committee.
② The Minutes shall specify the agenda of the proceedings, a summary of the proceedings, the result of the resolution, dissidents and the reasons of dissent by the dissidents thereof, and shall be signed or sealed by the participating members.
Chapter 4 Agenda
Article 11 (Matters subject to resolution by the Committee)
The Committee shall render a resolution to the matters related to the following.
① Policy related to ESG activities and establishing intermediate or long-term objectives or vision
② Establishing, amending, or repealing regulations related to ESG activities
③ Specific implementation plan for an ESG activity (an improvement on related risks and projects/investments, etc.)
Evaluation and improvements of ESG activities (inspection of compliance and status of various matters concerning ESG including this Committee Regulations)
① Matters concerning ESG notices by the company and public relations
② Matters concerning corporate social responsibility (CSR) and other social contribution activities
③ Other matters necessary in the committee operation
Article 12 (Reporting)
The committee shall render the resolution on the following subparagraphs. The Committee may, within the scope that the applicable law or the articles of incorporation allow, require a related member or a director or employee to report to the Committee on the matter not specified in Article 11 by the resolution.
Article 13 (Notice of Resolution)
The Committee shall notify the board of directors of the matters that have been resolved in the Committee.