Organization & Operation of BOD

BOD Organizational Structure

As of March of 2016, Coway Board of Directors includes 7 directors: 1 internal director, 4 non-executive directors, and 2 external directors. There is a subcommittee named the management committee under the board of directors. Board members are selected among directors specialized in each area through a general meeting of stockholders in accordance with related regulations.

Classification	Name	Position/Additional Position
Chairman	Dong-hyeon Kim	CEO, Coway(Current)
Non-standing Director	Jong-Ha James Yoon	Partner, MBK Partners(Current)
Non-standing Director	Jay H. Bu	Partner, MBK Partners(Current)
Non-standing Director	Tae Hyun Park	CEO, MBK Partners(current)
Non-standing Director	Yon Sog Choi	Head of Korea, L.E.K. Consulting(Current)
Independent Directors	Joongseek Lee	Associate Professor, Graduate School of Convergence Science and Technology, Seoul National University(Current)
Independent Directors	Joonho Lee	Head of Korea, L.E.K Consulting(Current)

* As non-executive director Byeong-ju Kim resigned from the office at the regular shareholders’ meeting for the business year of 2015, Yon-Sog Choi was newly appointed as non-executive director in the regular shareholders’ meeting on March 29, 2016. On March 29, 2016, two external directors were reappointed in the regular shareholders’ meeting.

BOD Operation in 2015

The board of directors makes resolutions on important decisions according to laws or articles of association, agendas entrusted by the general meeting of shareholders, and other important aspects related to basic policies and corporate business management. The board supervises directors’ performance of their duties. Regular meetings of directors are held quarterly in principle, and special meetings may be held when necessary. Board’s resolutions shall be made with the presence of a majority of the members and with the agreement of the majority of the present members. The voting right of a director with special interest in the agenda will be limited. In 2015, 9 meetings of directors were held and the major agendas include revision to the management committee’s regulations, branch foundation, new appointments of external directors, etc.

Performance Assessment and Rewards

Every year, directors’ expertise in businesses and technical areas, activity as part of the Board of Directors, etc. are evaluated, and the results are discussed in the Board of Directors meeting. The amount of rewards for board activity is estimated based on the standards for short-term performance-based pay that reflect annual KPI, and then it is reported through a business report after the CEO’s coordination and resolution in a general meeting of shareholders.

Total Rewards for The Board of Directors (unit: KRW million)	Average rewards for each person(unit: KRW million)
Registered Director : 4,000 Auditor : 400	Registered Director : 4,000 External Director : 28

1) Among 5 registered directors above, only 1 is paid.
2) Auditor Gyeong-hwan Kim resigned upon completion of his term of office in the regular meeting of shareholders on March 31, 2015, and Cheol-ungJeong was newly appointed for auditor. Accordingly, the rewards for the retired auditor were also included.