K-Bank Establishes Internal Control Committee... Second After Daegu Bank

Amendment to Articles of Incorporation at Shareholders' Meeting
According to Revised Corporate Governance Act
All Financial Companies Must Establish Internal Control Committees
"Scheduled for Installation at Next General Meeting"
Change of Dividend Record Date and Specification of Quarterly Dividends, etc.

KakaoBank will establish an Internal Control Committee as a committee within its board of directors. This is the second case after DGB Daegu Bank, which was the first in the banking sector to set up such a committee. Since financial companies are required to have this committee from the second half of this year, it is interpreted that KakaoBank is preparing in advance by establishing the basis for its creation.

According to the financial industry on the 13th, KakaoBank will discuss the 'Partial Amendment to the Articles of Incorporation' as an agenda item at this month's regular shareholders' meeting. The main points include the establishment of an Internal Control Committee within the board of directors, changes to the dividend record date, and the preparation of regulations for quarterly dividends. According to Article 16 of the revised Act on the Governance of Financial Companies, amended in January this year, financial companies must establish an Internal Control Committee as a committee within the board of directors. However, related duties can be handled by the Audit Committee or the Risk Management Committee.

The Internal Control Committee plays a role in establishing, deliberating, and resolving the basic policies and strategies for internal control of financial companies such as banks. It also prepares measures to establish an organizational culture that values employees' professional ethics and compliance spirit. Under the Governance Act, the Internal Control Committee must be composed of a majority of outside directors, and the chairperson must also be an outside director. KakaoBank's five committees within the board of directors are composed of three directors (two outside directors), so it is highly likely that the Internal Control Committee will also be composed of three members.

The Internal Control Committee plays a role in efficiently preparing and operating internal control measures amid the growing internal and external focus on protecting financial consumers by preventing financial accidents such as embezzlement and breach of trust. In the case of Daegu Bank, since last year, it has established an Internal Control Innovation Committee and is preparing various measures such as strengthening identity verification methods using biometric authentication systems, introducing a dedicated internal control team leader system, and implementing a group internal control system.

Since the enforcement date of the amended law is July 3 of this year, KakaoBank has proactively changed its articles of incorporation in advance. If KakaoBank establishes the Internal Control Committee, it will be the second case in the banking sector following DGB Daegu Bank. A KakaoBank official stated, "We have the basis for the composition in the articles of incorporation, and the committee is expected to be finally established at the shareholders' meeting held after this month's regular shareholders' meeting."

Meanwhile, at KakaoBank's regular shareholders' meeting held this month, agenda items such as changing the dividend record date to enhance shareholders' dividend predictability and preparing regulations for quarterly dividends will also be discussed. A proposal for the appointment of directors was also made. Kim Kwang-ok, KakaoBank's Vice President, along with outside directors Jin Woong-seop, Choi Soo-yeol, and Hwang In-san, were reappointed. Kwon Dae-yeol, Chairperson of Kakao CA Council ESG Committee, will be newly appointed as a non-executive director, succeeding Song Ji-ho, a member of the Kakao CA Council board. New outside director candidates include Kim Ryun-hee, Associate Professor of Technology Management at the Korea Advanced Institute of Science and Technology (KAIST), and Kim Bu-eun, former Executive Director of Seoul Guarantee Insurance.