Investor Relations
Internal Information Management Regulation
Chapter 1
General Provisions
S&SYS Internal Information Management Regulation
Article 1
(Purpose)
The purpose of these Regulations is to prescribe matters concerning the comprehensive management and appropriate disclosure of the Company’s internal information, in order to ensure prompt and accurate disclosure and to prevent insider trading by executives and employees, in accordance with the Financial Investment Services and Capital Markets Act (hereinafter the “Act”) and other related laws and regulations.
S&SYS Internal Information Management Regulation
Article 2
(Definitions)
(1) “Internal information” in these Regulations means matters subject to disclosure under Part 1 of the KOSDAQ Market Disclosure Regulations (hereinafter the “Disclosure Regulations”) of the Korea Exchange (hereinafter the “Exchange”), as well as other matters concerning the management or financial condition of the Company that may affect investors’ investment decisions.
(2) “Disclosure officer” means a person who may perform reporting duties on behalf of the Company pursuant to Article 2(4) of the Disclosure Regulations.
(3) “Executive” means a director (including any person falling under any subparagraph of Article 401-2(1) of the Commercial Act) and an auditor.
(4) Except as provided in paragraphs (1) through (3), the definitions of terms used in these Regulations shall follow the definitions used in related statutes and regulations.
S&SYS Internal Information Management Regulation
Article 3
(Scope of Application)
Matters concerning disclosure, insider trading, and internal information management shall be governed by these Regulations, except as otherwise provided in related statutes or the Articles of Incorporation.
Chapter 2
Management of Internal Information
S&SYS Internal Information Management Regulation
Article 4
(Management of Internal Information)
(1) Executives and employees shall strictly manage the Company’s internal information obtained in the course of their duties, and shall not disclose internal information within or outside the Company except where necessary for their duties.
(2) The representative director shall take measures necessary for internal information management, including establishing specific standards for the safekeeping, transmission, and destruction of internal information and related documents.
S&SYS Internal Information Management Regulation
Article 5
(Disclosure Officer)
(1) The representative director shall appoint a disclosure officer and report the appointment to the Exchange without delay. The same shall apply when the disclosure officer is changed.
(2) The disclosure officer shall oversee the establishment and operation of the internal information management system and perform the following duties:
1. Execution of disclosures
2. Inspection and evaluation of the operational status of the internal information management system
3. Review of internal information and determination of whether to disclose
4. Measures necessary for the operation of the internal information management system, such as education for executives and employees
5. Direction and supervision of departments or executives and employees in charge of managing internal information or disclosure duties
6. Other duties recognized as necessary by the representative director for the operation of the internal information management system
(3) The disclosure officer shall have the following authority in performing his/her duties:
1. Authority to request submission of, and to inspect, various documents and records related to internal information
2. Authority to hear necessary opinions from executives and employees of the departments in charge of accounting or auditing, or other departments involved in the generation of internal information
(4) The disclosure officer may, where necessary in performing his/her duties, consult with the executive in charge of the relevant duties, and may seek the assistance of experts at the Company’s expense.
(5) The disclosure officer shall periodically report the operational status of the internal information management system to the representative director (or the board of directors).
S&SYS Internal Information Management Regulation
Article 6
(Disclosure Manager)
(1) The representative director shall appoint a disclosure manager and report the appointment to the Exchange without delay. The same shall apply when the disclosure manager is changed.
(2) The disclosure manager shall, under the direction of the disclosure officer with respect to internal information management, perform the following duties:
1. Collection and review of internal information and reporting to the disclosure officer
2. Duties necessary for the execution of disclosures
3. Confirmation of matters necessary for managing internal information, such as changes in disclosure-related laws, and reporting to the disclosure officer
4. Other matters recognized as necessary by the representative director or the disclosure officer
S&SYS Internal Information Management Regulation
Article 7
(Concentration of Internal Information)
(1) Executives and the head of each department shall, in a timely manner, provide relevant information to the disclosure officer in any of the following cases:
1. Where internal information arises or is expected to arise
2. Where grounds arise, or are expected to arise, to cancel or change matters already disclosed among internal information
3. Where otherwise requested by the disclosure officer
(2) The disclosure officer and the representative director shall efficiently establish an information transmission system within the Company for the timely provision of internal information under paragraph (1), and may, where necessary, require the cooperation of the disclosure officer in the approval process for duties related to matters subject to disclosure.
S&SYS Internal Information Management Regulation
Article 7-2
(Management of Information Related to the Largest Shareholder)
In order to smoothly perform disclosure duties regarding matters subject to disclosure and matters requiring inquiry disclosure related to the largest shareholder, the disclosure officer shall fully explain the relevant facts to the largest shareholder and establish an information transmission system so that such information can be received in a timely manner.
S&SYS Internal Information Management Regulation
Article 7-3
(Concentration of Subsidiaries’ Internal Information)
(1) Where internal information related to matters subject to disclosure arises or is expected to arise at a subsidiary, the Company shall have the subsidiary immediately notify the Company’s disclosure officer or disclosure manager of such information.
(2) In order to efficiently manage internal information related to matters subject to disclosure under paragraph (1), the Company shall have the subsidiary designate a person to manage disclosure-related information, and shall have any designation or change thereof immediately reported to the Company’s disclosure officer or disclosure manager.
(3) The Company may request the subsidiary to submit relevant materials to the extent necessary for disclosure duties.
S&SYS Internal Information Management Regulation
Article 8
(Provision of Internal Information Outside the Company)
(1) Where an executive or employee, for business reasons, unavoidably provides internal information to the Company’s counterparties, external auditors, agents, or persons with whom the Company has entered into advisory contracts such as legal or management advisory contracts, he/she shall report such matters to the disclosure officer.
(2) In the case of paragraph (1), the disclosure officer shall take necessary measures, such as entering into a confidentiality agreement regarding the relevant internal information.
(3) Where a fair disclosure obligation arises in providing internal information under paragraph (1), such information shall be disclosed without delay (excluding cases falling under the exceptions of Article 15 of the Disclosure Regulations).
Chapter 3
Disclosure of Internal Information
S&SYS Internal Information Management Regulation
Article 9
(Types of Disclosure)
The Company’s disclosures are classified as follows:
1. Reporting and disclosure of major management matters under Part 1, Chapter 2, Section 1 of the Disclosure Regulations
2. Inquiry disclosure under Part 1, Chapter 2, Section 2 of the Disclosure Regulations
3. Fair disclosure under Part 1, Chapter 2, Section 3 of the Disclosure Regulations
4. Voluntary disclosure under Part 1, Chapter 3 of the Disclosure Regulations
5. Submission of securities registration statements, etc. under Part 3, Chapter 1 of the Act
6. Submission of business reports, etc. under Articles 159, 160, and 165 of the Act and Part 1, Chapter 2, Section 4 of the Disclosure Regulations
7. Submission of reports on material matters under Article 161 of the Act
8. Other disclosures under other laws and regulations
S&SYS Internal Information Management Regulation
Article 9-2
(Confirmation of Matters Subject to Disclosure)
In determining whether a matter is subject to disclosure, including fair disclosure, under these Regulations, care shall be taken to ensure that matters that have or may have a material effect on the stock price or investment decisions under Article 6(1)4 of the Disclosure Regulations are also included.
S&SYS Internal Information Management Regulation
Article 10
(Execution of Disclosure)
(1) Where a disclosure matter prescribed in Article 9 arises, the disclosure manager shall prepare the necessary content and, together with the necessary documents, report it to the disclosure officer.
(2) The disclosure officer shall review whether the content and documents under paragraph (1) violate related laws and regulations, report to the representative director, and then make the disclosure.
S&SYS Internal Information Management Regulation
Article 10-2
(Prompt Performance of Disclosure)
Where a disclosure matter under Article 9 arises, the disclosure officer shall make his/her best efforts to ensure that the relevant internal information is disclosed in a timely manner, even before the disclosure deadline under the Disclosure Regulations.
S&SYS Internal Information Management Regulation
Article 11
(Follow-up Measures After Disclosure)
Where there is an error or omission in the disclosed content, or where cancellation or change is desired, the disclosure officer and the disclosure manager shall, without delay, take measures to correct it, such as making a corrective disclosure pursuant to Article 30 of the Disclosure Regulations.
S&SYS Internal Information Management Regulation
Article 12
(Media Coverage, etc.)
(1) Where there is a request for coverage of the Company from media outlets, etc., the representative director or the disclosure officer shall in principle respond thereto. Where necessary, executives or employees of the relevant department may be allowed to respond to the coverage.
(2) Where the Company intends to distribute a press release to media outlets, etc., it shall consult with the disclosure officer. The disclosure officer shall, where necessary, report matters related to the distribution of the press release to the representative director.
(3) Where the content of a press release distributed under paragraph (2) falls under the subject of fair disclosure, the disclosure officer shall disclose it before distributing the press release.
(4) An executive or employee who becomes aware that media coverage differs from the facts shall report this to the disclosure officer. The disclosure officer shall report the relevant matters to the representative director and take necessary measures.
S&SYS Internal Information Management Regulation
Article 12-2
(Confirmation of Media Coverage)
The disclosure officer, disclosure manager, and the department in which internal information arises shall routinely check media coverage relating to the Company and, where there is content that differs from the facts, take measures to correct it.
S&SYS Internal Information Management Regulation
Article 13
(Investor Relations Presentations)
(1) The representative director shall recognize that IR activities are a management responsibility of a KOSDAQ-listed corporation, and shall endeavor to hold IR presentations voluntarily and continuously to build trust with investors.
(2) IR presentations on the Company’s management, business plans, and outlook shall be held in consultation with the disclosure officer.
(3) The disclosure officer or disclosure manager shall disclose the date, place, and content of the IR presentation by the day before it is held, and shall post the related materials on the Exchange’s disclosure submission system before the presentation is held.
(4) All executives and employees of the Company shall take care to ensure that, during the IR presentation, information subject to fair disclosure that has not been disclosed in advance is not disclosed.
S&SYS Internal Information Management Regulation
Article 13-2
(Rumors)
(1) Where a rumor is circulating in the market, the disclosure officer shall confirm whether the content of the rumor is true and whether it constitutes internal information, through means such as seeking the opinion of the relevant business department.
(2) Where, as a result of the confirmation under paragraph (1), the rumor constitutes a matter subject to disclosure under the Disclosure Regulations, the relevant information shall be disclosed.
S&SYS Internal Information Management Regulation
Article 13-3
(Requests for Provision of Information)
(1) Where a request for disclosure of information relating to the Company is received from a shareholder, stakeholder, or the like, the disclosure officer shall review the legitimacy of the request and decide whether to provide the relevant information.
(2) In order to decide whether to provide the information, the disclosure officer may hear the opinion of the legal affairs department or an external legal expert as to whether the requested information may affect investors’ investment decisions and the stock price.
(3) Where information is provided pursuant to the decision under paragraph (1), Article 12(3) shall apply mutatis mutandis.
Chapter 4
Regulation of Insider Trading, etc.
S&SYS Internal Information Management Regulation
Article 14
(Return of Short-Swing Profits)
(1) Where an executive or an employee prescribed by Article 172(1) of the Act and Article 194 of the Enforcement Decree of the Act gains a profit by selling specified securities, etc. under Article 172(1) of the Act (hereinafter “specified securities, etc.”) within six months after purchasing them, or by purchasing them within six months after selling them, he/she shall return such profit (hereinafter “short-swing profit”) to the Company.
(2) Where a shareholder of the Company (including a person who owns equity securities other than shares or securities depositary receipts; hereinafter the same shall apply in this Article) requests the Company to claim the return of the short-swing profit from the person who gained it under paragraph (1), the Company shall take necessary measures within two months from the date of receiving the request.
(3) Where the Securities and Futures Commission notifies the Company of the occurrence of a short-swing profit under paragraph (1), the disclosure officer shall, without delay, disclose the following matters on the Company’s website:
1. The position of the person who must return the short-swing profit
2. The amount of the short-swing profit
3. The date on which the occurrence of the short-swing profit was notified by the Securities and Futures Commission
4. The plan to claim the return of the short-swing profit
5. A statement that a shareholder of the Company may request the Company to claim the return of the short-swing profit from the person who gained it, and that if the Company does not make the claim within two months from the date of receiving the request, the shareholder may make the claim on behalf of the Company (by subrogation)
(4) The disclosure period under paragraph (3) shall be two years from the date on which the occurrence of the short-swing profit was notified by the Securities and Futures Commission, or until the date on which the short-swing profit is returned, whichever comes first.
S&SYS Internal Information Management Regulation
Article 15
(Notification of Trading, etc. of Specified Securities, etc.)
An executive or an employee prescribed by Article 172(1) of the Act and Article 194 of the Enforcement Decree of the Act shall, when trading or otherwise dealing in specified securities, etc., notify the disclosure officer of such fact. However, trading details reported to the Company through the Korea Exchange’s Insider Trading Alert Service for listed-corporation executives and employees (K-ITAS) shall be deemed to have been notified to the disclosure officer.
S&SYS Internal Information Management Regulation
Article 16
(Prohibition of Use of Undisclosed Material Information)
Executives and employees shall not use undisclosed material information prescribed by Article 174(1) of the Act (including undisclosed material information of affiliated companies) in trading or otherwise dealing in specified securities, etc., or allow others to use it.
Chapter 5
Supplementary Provisions
S&SYS Internal Information Management Regulation
Article 17
(Education)
(1) The disclosure officer and disclosure manager shall complete education on disclosure duties under Article 36 and Article 44(5) of the Disclosure Regulations, and the disclosure officer shall inform the relevant executives and employees of the content of such education.
(2) The representative director shall make sufficient efforts, such as providing education to executives and employees to prevent the matters under Articles 14 through 16 and other insider trading prescribed by the Act.
S&SYS Internal Information Management Regulation
Article 18
(Amendment and Repeal of Regulations)
Amendment or repeal of these Regulations shall be made by the representative director.
S&SYS Internal Information Management Regulation
Article 19
(Publication of Regulations)
These Regulations shall be published on the Company’s website. The same shall apply when the Regulations are amended.
S&SYS Internal Information Management Regulation
Addendum
These Regulations shall take effect on December 13, 2024.