Governance

Board Composition

Inside Director

Jang Cheol Hyuk

Position
CEO
Job Supervision of
All Businesses
Major Experience
Curr) SM Entertainment CEO SKINFOOD CFO Samil PwC Director

Tenure
3yrs
Date of Appointment
2023.03.31
Date of Initial Appointment
2023.03.31

Kim Ji Won

Position
Inside Director
Job Supervision of
PR · Marketing
Major Experience
Curr) SM Entertainment Inside Director Curr) Head of SM Entertainment Marketing Center SM Friends CEO

Tenure
3yrs
Date of Appointment
2023.03.31
Date of Initial Appointment
2023.03.31

Choi Jung Min

Position
Inside Director
Job Supervision of
Global Business
Major Experience
Curr) SM Entertainment Inside Director Curr) Head of SM Entertainment Global Business Center Head of SM Entertainment International Support Center

Tenure
3yrs
Date of Appointment
2023.03.31
Date of Initial Appointment
2023.03.31

Outside Director

Kim Kyu Shik

Position
Outside Director (Board Chair)
Job Supervision of
Business Strategy
Major Experience
Curr) SM Entertainment Outside Director Curr) Chairman of Korean Corporate Governace Forum’s Curr) Director/Portfolio Manager of Ternary Fund Management

Tenure
3yrs
Date of Appointment
2023.03.31
Date of Initial Appointment
2023.03.31

Kim Tae Hee

Position
Outside Director
Job Supervision of
Business Strategy
Major Experience
Curr) SM Entertainment Outside Director Curr) Representative Attorney at Pyeongsan Law Firm Curr) Non-executive Judge at Prime Minister Tax Tribunal

Tenure
3yrs
Date of Appointment
2023.03.31
Date of Initial Appointment
2023.03.31

Moon Jeong Bin

Position
Outside Director
Job Supervision of
Business Strategy
Major Experience
Curr) SM Entertainment Outside Director Curr) Professor at Korea University Business Administration Curr) Chief Editor of Journal of Strategic Management

Tenure
3yrs
Date of Appointment
2023.03.31
Date of Initial Appointment
2023.03.31

Lee Seung Min

Position
Outside Director
Job Supervision of
Business Strategy
Major Experience
Curr) SM Entertainment Outside Director Curr) Partner Attorney at Peter & Kim Partner Attorney at SHIN & KIM LLC

Tenure
3yrs
Date of Appointment
2023.03.31
Date of Initial Appointment
2023.03.31

Cho Seong Moon

Position
Outside Director
Job Supervision of
Business Strategy
Major Experience
Curr) SM Entertainment Outside Director Curr) CEO of Chartmetric Scrum Ventures Venture Partner

Tenure
3yrs
Date of Appointment
2023.03.31
Date of Initial Appointment
2023.03.31

Non-executive Director

Lee Chang Hwan

Position
Non-executive Director
Job Supervision of
Business Strategy
Major Experience
Curr) SM Entertainment Non-executive Director Curr) CEO of ALIGN Partners Director of KKR Korea

Tenure
3yrs
Date of Appointment
2023.03.31
Date of Initial Appointment
2023.03.31

Jang Yoon Joong

Position
Non-executive Director
Job Supervision of
Business Strategy
Major Experience
Curr) SM Entertainment Non-executive Director Curr) CEO of Kakao Entertainment USA Curr) GSO of Kakao Entertianment

Tenure
3yrs
Date of Appointment
2023.03.31
Date of Initial Appointment
2023.03.31

Activities of the Board of Directors

2023

No.1 (2023.01.22)

Approval of the provision of the Provisional Outside Director Candidate Recommendation Committee

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Abstained

Approval of the provisional outside director candidate recommendation committee member appointment

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Abstained

Approval of the disclosure of dividend payout ratio

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Abstained

No.2 (2023.02.07)

Detailed Implementation Plan for SM 3.0 Core Growth Strategy


Inside Director Lee, Sung Su - Tak, Young Jun - Park, Jun Young -	Outside Director Ji, Chang Hoon -

Approval of the business cooperation contract conclusion

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Rejected

Approval of issuance of convertible bonds

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Rejected

Approval of capital increase


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Rejected

2023 Safety/Health management plan

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Abstained

Approval of the lease termination agreement

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Abstained

Approval of signing a joint agreement on music copyright authorization


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Abstained

Approval of the charter of corporate governance enactment

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Abstained

Report on major activities of compliance officers in 2022

Approved


Inside Director Lee, Sung Su - Tak, Young Jun - Park, Jun Young -	Outside Director Ji, Chang Hoon -

No.3 (2023.02.20)

Approval of FY22 financial statements, etc.

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Report on the results of the inspection of the operation of the internal accounting management system

Approved


Inside Director Lee, Sung Su - Tak, Young Jun - Park, Jun Young -	Outside Director Ji, Chang Hoon -

No.4 (2023.02.22)

Approval of dividends

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Rejected

Report of shareholder propsal

Approved


Inside Director Lee, Sung Su - Tak, Young Jun - Park, Jun Young -	Outside Director Ji, Chang Hoon -

Decision to convene the 28th AGM

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Rejected

No.5 (2023.02.27)

Approval of shareholder return policy establishment

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Rejected

Approval of a trust contract for the acquisition of treasury stocks

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Rejected

No.6 (2023.03.06)

Approval of the first agenda of February 7th, 2023 BoD change

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

No.7 (2023.03.13)

Approval of a trust contract for the acquisition of treasury stocks

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Rejected

No.8 (2023.03.24)

Confirmation of FY22 financial statements, etc.

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of capital increase participation

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of capital increase participation and acquisition of old shares

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of capital increase participation

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Abstained

No.9 (2023.03.31)

Approval of the revision of the board of directors' regulations

Approved


Inside Director Jang, Cheol Hyuk Approved Kim, Ji Won Approved Choi, Jung Min Approved	Outside Director Kim, Kyu Shik Approved Kim, Tae Hee Approved Moon, Jeong Bin Approved Cho, Seong Moon Approved Lee, Seung Min Approved
Non-executive Director Jang, Yoon Joong Approved Lee, Chang Hwan Approved

Approval of the chairman of the Board of Directors appointment

Approved


Inside Director Jang, Cheol Hyuk Approved Kim, Ji Won Approved Choi, Jung Min Approved	Outside Director Kim, Kyu Shik Approved Kim, Tae Hee Approved Moon, Jeong Bin Approved Cho, Seong Moon Approved Lee, Seung Min Approved
Non-executive Director Jang, Yoon Joong Approved Lee, Chang Hwan Approved

Approval of the introduction of a sole CEO system(Approval of the abolishment of the co-CEO regulation)

Approved


Inside Director Jang, Cheol Hyuk Approved Kim, Ji Won Approved Choi, Jung Min Approved	Outside Director Kim, Kyu Shik Approved Kim, Tae Hee Approved Moon, Jeong Bin Approved Cho, Seong Moon Approved Lee, Seung Min Approved
Non-executive Director Jang, Yoon Joong Approved Lee, Chang Hwan Approved

Approval of CEO appointment

Approved


Inside Director Jang, Cheol Hyuk Approved Kim, Ji Won Approved Choi, Jung Min Approved	Outside Director Kim, Kyu Shik Approved Kim, Tae Hee Approved Moon, Jeong Bin Approved Cho, Seong Moon Approved Lee, Seung Min Approved
Non-executive Director Jang, Yoon Joong Approved Lee, Chang Hwan Approved

Among the agenda items of the board of directors held on March 24th

item 4 was approved after revision of the amount of capital increase during the deliberation of directors and an auditor.

The names and reasons of directors who rejected a specific agenda are as follows.

Among the agenda items of the board of directors held on February 7th, item 1-1 and item 1-2, item 1-3: outside director Ji, Chang Hoon, has concerns that there is no urgent need to raise funds

Among the agenda items of the board of directors held on February 22, item 1: Outside Director Ji, Chang Hoon, has concerns about the level of dividend is excessive

Among the agenda items of the board of directors held on February 22, item 2: Outside Director Ji, Chang Hoon, has concerns about all existing in-house directors will be replaced at once

Among the agenda items of the board of directors held on February 27, item 1: Outside director Ji, Chang Hoon, has concerns about board members scheduled to end their terms, are concerned about introducing excessive shareholder return policies

Among the agenda items of the board of directors held on February 27, item 2: Outside Director Ji, Chang Hoon, has concerns about purchasing treasury stocks after the resolution to raise funds

Among the agenda items of the board of directors held on March 13, item 1: Outside director Ji, Chang Hoon, thinks it is desirable for the newly formed board to decide because term of office of existing board members will be terminated

2022

No.1 (2022.01.11)

Approval of establishing a new corporation

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of conclusion of a stock transfer contract

Approved


Inside Director Lee, Sung Su - Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of proceeding the acquisition of new shares

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of comprehensive transactions with SM Brand Marketing Co., Ltd

Approved


Inside Director Lee, Sung Su - Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of comprehensive transactions with SM Life Design Co., Ltd

Approved


Inside Director Lee, Sung Su - Tak, Young Jun - Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Report on major activites of compliance officers in 2021


Inside Director Lee, Sung Su - Tak, Young Jun - Park, Jun Young -	Outside Director Ji, Chang Hoon -

No.2 (2022.02.24)

Approval of FY21 financial statements, etc.

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Report on the results of the inspection of the operation of the internal accounting management system


Inside Director Lee, Sung Su - Tak, Young Jun - Park, Jun Young -	Outside Director Ji, Chang Hoon -

Approval of dividends

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Report on shareholder proposals(Proposal of audit candidates) : Disposition of treasury stocks


Inside Director Lee, Sung Su - Tak, Young Jun - Park, Jun Young -	Outside Director Ji, Chang Hoon -

Decision to convene the 27th AGM

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of establishing an investment company

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of the disposal of treasury shares

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Safety/Health management plan

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of self-dealing contract

Approved


Inside Director Lee, Sung Su - Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

No.3 (2022.03.07)

Approval of self-dealing

Approved


Inside Director Lee, Sung Su - Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

No.4 (2022.03.16)

Approval of the agenda addition of the 27th AGM

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

No.5 (2022.03.25)

Approval of the conclusion of the agreement attached to the joint business contract

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of capital increase

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of the contraction for the production of the performance

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of the partial withdrawal of the agenda of the 27th AGM

Approved


Inside Director Lee, Sung Su - Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

No.6 (2022.05.09)

Approval of the contraction for treasury stock acquisition

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

SM Entertainment ESG training and report publishing plan


Inside Director Lee, Sung Su - Tak, Young Jun - Park, Jun Young -	Outside Director Ji, Chang Hoon -

No.7 (2022.05.31)

Approval of revision of the employment rules

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of plan of forming ESG consultative body

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of conclusion of a stock transfer contract

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

No.8 (2022.06.16)

Approval of Export-Import Bank of Korea’s export growth fund loan

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of progressing capital increase

Holded


Inside Director Lee, Sung Su - Tak, Young Jun - Park, Jun Young -	Outside Director Ji, Chang Hoon -

No.9 (2022.06.21)

Approval of self-dealing contract

Approved


Inside Director Lee, Sung Su - Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

No.10 (2022.10.14)

Approval of production license agreement termination

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of self-dealing contract

Approved


Inside Director Lee, Sung Su - Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Report on SM major contract review


Inside Director Lee, Sung Su - Tak, Young Jun - Park, Jun Young -	Outside Director Ji, Chang Hoon -

No.11 (2022.10.28)

Approval of SM integrated space transfer project interior settlement agreement

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of self-dealing contract

Approved


Inside Director Lee, Sung Su - Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of compliance officer appointment

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of change of the default contract for performance production

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Report on ESG management strategy framework

Approved


Inside Director Lee, Sung Su - Tak, Young Jun - Park, Jun Young -	Outside Director Ji, Chang Hoon -

No.12 (2022.11.30)

Approval of capital increase

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of counselor appointment

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of the official fan club community business partnership contract

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Report on environment policy establishment

Approved


Inside Director Lee, Sung Su - Tak, Young Jun - Park, Jun Young -	Outside Director Ji, Chang Hoon -

No.13 (2022.12.29)

Approval of self-dealing contract

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun - Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Among the board of directors' agendas, in the case of transactions between directors, etc.

under the Commercial Act, directors who have interests in the agenda did not exercise their voting rights, and the details are as follows.

Among the agenda items of the board of directors held on January 11, 2022, agenda items 2 and 4/Director Lee Sung Su

Among the agenda items of the board of directors held on January 11, 2022, agenda No. 5/Director Tak Young Jun

Proposition 7 of the board of directors agenda held on February 24, 2022 / Director Lee Sung Su

Proposition 1 of the board of directors agenda held on March 7, 2022 / Director Lee Sung Su

Proposition 1 of the board of directors agenda held on June 21, 2022 / Director Lee Sung Su

Proposition 2 of the board of directors agenda held on October 14, 2022 / Director Lee Sung Su

Proposition 2 of the board of directors agenda held on October 28, 2022 / Director Lee Sung

Proposition 1 of the board of directors agenda held on December 29, 2022 / Director Tak Young Jun

In the case of the 2nd agenda of the board of directors held on June 16, 2022, we decided to review it again if necessary after further review.

2021

No.1 (2021.01.20)

Approval of selling shares of Astory Co., Ltd

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved Chae, Hee Mann Approved

Approval of the sale of SM Studio Center

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved Chae, Hee Mann Approved

Report of major activities for compliance support in 2020


Inside Director Lee, Sung Su - Tak, Young Jun - Park, Jun Young -	Outside Director Ji, Chang Hoon - Chae, Hee Mann -

No.2 (2021.01.25)

Approval of the conclusion of the agreement attached to the production license contract

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved Chae, Hee Mann Approved

No.3 (2021.01.28)

Approval of operating money loan

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved Chae, Hee Mann Approved

No.4 (2021.02.09)

Approval of money loan

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved Chae, Hee Mann Approved

No.5 (2021.03.11)

Approval of the 26th financial statements, ect

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved Chae, Hee Mann Approved

Decision to convene the 26th AGM

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved Chae, Hee Mann Approved

Approval of the joint guarantee of share option loan

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved Chae, Hee Mann Approved

Report on the results of the operation inspection of the internal accounting management system


Inside Director Lee, Sung Su - Tak, Young Jun - Park, Jun Young -	Outside Director Ji, Chang Hoon - Chae, Hee Mann -

No.6 (2021.03.30)

Approval of the production license agreement

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of Dream Maker’s joint guarantee

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of disposal of assets

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Safety/Health management plan

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

No.7 (2021.04.05)

Approval of the establishment of SM Studio Co., Ltd

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

No.8 (2021.05.11)

Approval of the trust contract for treasury stock acquisition

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of the extension of trust contract for treasury stock acquisition

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

No.9 (2021.06.08)

Approval of Export-Import Bank of Korea’s Export Growth Fund Loan

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of dissolution of SM F&B Development Corporation

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

No.10 (2021.07.07)

Approval of relocation of the head office

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of the brand use contract

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of the joint guarantee of stock-option loan

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

No.11 (2021.07.13)

Approval of the cancellation of granting stock options

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

No.12 (2021.08.10)

Approval of the conclusion of the annex agreement

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of the revision of the Employment Rules

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of Directors' Self-Transactions

Approved


Inside Director Lee, Sung Su - Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

No.13 (2021.09.07)

Approval of disposal of assets

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Approval of the enactment of the ‘Regulations on Management and Operation of Workplace Sports Teams’

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

No.14 (2021.10.13)

Approval of branch installation

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

No.15 (2021.11.09)

Approval of the appointment of a counselor

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Ji, Chang Hoon Approved

Outside director Chae Hee-man retired on March 30, 2021 due to the expiration of his term.

In the board of directors' agenda on August 10, 2021, ‘Approval of Directors' Self-Transactions’ is a transaction between directors, etc. under the Commercial Act, so CEO Lee Sung-soo, who has an interest in the agenda, did not exercise voting rights.

2020

No.1 (2020.03.10)

Approval of settlement of the 25th financial statements(consolidation)

Approved


Inside Director Kim, Young Min Approved Nam, So Young Approved Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Approved

Approval of the report on the results of the operation inspection of the internal accounting(internal control) system

Approved


Inside Director Kim, Young Min Approved Nam, So Young Approved Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Approved

Decision to convene the 25th AGM

Approved


Inside Director Kim, Young Min Approved Nam, So Young Approved Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Approved

Approval of joint guarantee of

Approved


Inside Director Kim, Young Min Approved Nam, So Young Approved Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Approved

Approval of change of Lysn community operations management contract

Approved


Inside Director Kim, Young Min Approved Nam, So Young Approved Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Approved

Approval of the change of co-representative director

Approved


Inside Director Kim, Young Min Approved Nam, So Young Approved Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Approved

No.2 (2020.03.27)

Approval of re-appointment of co-representative director

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Absent

Approval of Dream Maker’s joint guarantee

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Absent

Approval of the extension of the loan period

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Absent

Approval of the agreement to change the production license agreement

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Absent

No.3 (2020.04.14)

Approval of the extension of trust agreement for acquisition of treasury shares

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Approved

No.4 (2020.05.25)

Approval of Export-Import Bank of Korea’s Export Growth Fund loan

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Approved

Approval of the establishment of ethical standards

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Approved

No.5 (2020.07.28)

Approval of the participation in paid-in capital increase

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Approved

Approval of the change of joint guarantee

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Approved

Approval of DeerU service commercialization contract

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Approved

Approval of branch installation

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Approved

Approval of branch abolition

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Approved

No.6 (2020.08.03)

Approval of concluding a joint business agreement

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Approved

Approval of issuance of new shares of SMEJ Plus

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Approved

Approval of issuance of new shares and convertible bonds

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Approved

No.7 (2020.09.08)

Approval of conclusion of a trust contract for treasury stock acquisition

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Approved

No.8 (2020.11.17)

Approval of conclusion of lease agreement

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Approved

No.9 (2020.12.08)

Approval of branch abolition

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young Approved	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Approved

Approval of Directors' Self-Transactions

Approved


Inside Director Lee, Sung Su Approved Tak, Young Jun Approved Park, Jun Young -	Outside Director Chae, Hee Mann Approved Ji, Chang Hoon Approved

Kim Young-min and Nam So-young, in-house directors, have retired due to the expiration of their terms. (2020.03.27)

In the case of 'Approval of Directors' Self-Transactions' among the 9th board of directors (2020.12.08) agenda, in-house director Park Jun Young, who has an interest in the agenda, did not exercise voting rights.

Committees under the Board of Directors

SM Entertainment operates the Outside Director Candidate Recommendation Committee, Internal Transactions Committee, Compensation Committee, and Governance Committee under the Board of Directors. The committee, composed of outside directors and other non-executive directors with expertise in various fields, reviews and deliberates on issues entrusted by the board of directors.

Internal Information Management Regulations

Chapter 1 General Provisions
Chapter 2 Management of Internal Information
Chapter 3 Disclosure of Internal Information
Chapter 4 Regulation on Insider Trading
Chapter 5 Supplementary Provisions

Chapter 1 General Provisions

Article 1 (Purpose)

The purpose of these Regulations shall be to establish matters concerning the comprehensive management and proper disclosure of internal information of the Company in order to make rapid and accurate disclosure of the Company and prevent insider trading of executives, directors, and employees of the Company under the Capital Market and Financial Investment Act (the "Act") and other regulations.

Article 2 (Definition of Terms)

①"Internal information" in these Regulations refers to matters in relation to obligations of disclosure under Part I of the Disclosure Regulation of the KOSDAQ market (the “Disclosure Regulation”) of the Korea Exchange (the "KRX") and other matters that may affect the investor's investment judgment, including the management or status of properties of the Company.
②“Disclosure Officer” in these Regulations refers to a person who can perform a reporting duty on behalf of the Company in accordance with Article 2(4) of the Disclosure Regulation.
③“Officers” in these Regulations refers to directors (including a person falling under any subparagraphs of Article 401-2(1) of the Commercial Act) and an auditor.
④The definition of the terms used in these Regulations in addition to Paragraphs 1 through 3, shall refer to the terms used in related laws and regulations.

Article 3 (Application Scope)

Matters concerning disclosure, insider trading and internal information management shall follow these Regulations, except as provided in relevant laws, regulations, or the Articles of Incorporation.

Chapter 2 Management of Internal Information

Article 4 (Management of Internal Information)

①Executives and employees shall strictly manage the internal information of the Company that came to their knowledge professionally and shall not disclose internal information inside or outside the company unless necessary for operation.
②The representative director shall take necessary measures for internal information management, such as specifying specific standards for the storage, transmission, and destruction, etc. of internal information and related documents.

Article 5 (Disclosure Officer)

①The representative director shall designate a Disclosure Officer in accordance with Article 44(2) of the Disclosure Regulation and report it to the KRX without delay. The same shall apply to a change in the Disclosure Officer.
②The Disclosure Officer shall manage all operations related with the establishment and operation of the internal information management system and shall perform the following duties.
- 1.Execution of disclosure
- 2.Inspection and evaluation of the operation of the internal information management system
- 3.Review of internal information and disclosure decision
- 4.Necessary measures for the operation of the internal information management system such as the training of executives and employees
- 5.Supervision of department or executives/employees in charge of internal information management or disclosure
- 6.Other duties the representative director deems necessary for the operation of the internal information management system.
③The Disclosure Officer shall have the following authority in carrying out his or her duties.
- 1.The authority to request submission of documents and records related with internal information and to peruse such documents and records
- 2.The authority to listen to the necessary opinions from the executives and employees of the department responsible for accounting or auditing, and other departments responsible for the creation of internal information
④If it is necessary in carrying out his or her duties, the Disclosure Officer may consult with the executive who is in charge of carrying related duties and may obtain assistance from experts at the expense of the Company.
⑤The Disclosure Officer shall report to the representative director (or to the BOD) the operational status of the internal information management system on a regular basis.

Article 6 (Disclosure Manager)

①The representative director shall designate a Disclosure Manager and report it to the KRX without delay. The same shall also apply to a change of the Disclosure Manager.
②Disclosure Manager shall perform the following in relation to the management of internal information management under the supervision of the Disclosure Officer.
- 1.Collection and review of internal information and report on the Disclosure Officer
- 2.Operations required for the execution of disclosure
- 3.Determination of tasks required for the management of internal information such as changes in laws and regulations related with disclosure, and reports about the Disclosure Officer
- 4.Other matters that the representative director or the Disclosure Officer deems necessary

Article 7 (Concentration of Internal Information)

①Directors and department managers shall provide information to the Disclosure Officer if any of the following applies.
1.Internal information has occurred or is expected to occur
2.If a matter has occurred expected to occur and as a result internal information disclosed needs to be cancelled or modified
3.In the event that there is a request from the Disclosure Officer
②The Disclosure Officer and the CEO shall efficiently establish the information delivery system within the company for the timely provision of internal information pursuant to paragraph 1, and if necessary, cooperate with the Disclosure Officer in the approval process of the matters related to disclosure obligations.
Article 7-2 (Management of Information Regarding the Largest Shareholder)

The Disclosure Officer fully explains the facts to the largest shareholder in order to facilitate the disclosure obligations and inquiry disclosure requirements related to the largest shareholder, and the information delivery system should be established so the information is received in a timely manner.
Article 7-3 (Concentration on Internal Information of Subsidiaries)

①The company shall promptly notify its subsidiaries of its internal disclosure to the company's disclosure officer or disclosure personnel in the event that internal information arises or is expected to arise with respect to subsidiaries.
②In order to efficiently manage internal information related to other disclosure requirements in paragraph 1, the company shall have a person who manages disclosure related information at the subsidiary level. If the company designates or changes such disclosure information, the company shall notify the disclosure officer or disclosure personnel immediately.
③The company may require subordinate companies to submit relevant data to the extent necessary for disclosure.

Article 8 (External Provision of Internal Information)

①If executives and employees unavoidably provide internal information to the company’s counterparty, external auditors and agents or a person who has signed an advisory contract with the Company such as legal counsel or management consultant for business purposes, they shall report this to the Disclosure Officer.
②In case of Paragraph 1 hereof, the Disclosure Officer shall take necessary actions such as concluding a contract to maintain confidentiality of related internal information.
③Upon providing internal information pursuant to Paragraph 1 hereof, if a fair disclosure obligation arises, it shall be disclosed without delay (except in cases falling under the application of Article 15 of the Disclosure Regulation).