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Shareholder-Friendly Management

• Generating greater shareholder return is our priority of our dividend policy.

  Shareholder return is made through annual dividend. Increasing shareholder value and return are the first and foremost priority.

  Zinus determines the dividend within the scope of profit available for dividend considering the level of the year’s profit (25% of consolidated net profit).

  

• We own a policy that guarantees the basic rights of shareholders.

  Diversification of methods to exercise voting rights in the shareholders’ meeting: delegation of voting rights, electronic voting system

  Allowing easier participation: we avoid schedule conflict when we plan the shareholders’ meeting

  Guarantee inclusion of minor shareholders when proposing agenda for the shareholders’ meeting

  

• We respect equitable and fair treatment of all shareholders.

  We comply with the standard of one share, one vote.

  Disclosure of information in advance: we release audit’s report and factsheets before the shareholders’ meeting

  We announce the shareholders’ meeting four weeks before the meeting to provide sufficient time to review matters.

  

Shareholders’ Meeting

Electronic Voting System

Board of Directors

Board of Directors

• We enhance transparency of the Board of Directors by strengthening Outside Directors’ role of supervision.

  Zinus has established a committee within the BOD to build a transparent and responsible management.

  · In May 25th 2022, new BOD and audit committee members were appointed under the approval of EGM (Extraordinary General Meeting).

  · From 2nd half of 2022, regardless of our legal obligation, we will establish an additional committee within the BOD in which outside directors account more than half.

  • - Nominating Committee: It evaluates, examines and nominates outside director candidates
  • - Related Party Transaction Committee: It evaluates, examines and reviews legitimacy and appropriateness of transactions between subsidiaries
  • - Compensation Committee: It reviews performance of executives and examines appropriateness of executives’ compensation level.  
  • - ESG advisory council: It establishes key goals and directions of ESG management and makes key decisions.

  

• Zinus does not appoint an executive who undermines our corporate value.

  Ethics and compliance focused decisions are made for evaluation and promotion of executive candidates as they are potential candidates for registered executives.

  Outside Directors are reappointed from the Nominating Committee. For new appointment, the decision is subject to ethics and compliance focused consideration.

  

• The Board of Directors complies with following matters in accordance with the Rules of the Board of Directors.

  Rules of the Board of Directors and Committees within the BOD are established and disclosed on the Company homepage.

  The board convenes once a month for regular board meetings

  The board must announce a meeting to the directors at least 7 days prior to the meeting

  The board should prepare meeting minutes and provide various means such as telecommunications to allow directors to participate in the meeting when they are unable to attend the meeting physically.

  

• Duties and responsibilities of an audit committee are as below.

  It audits the legality of business practices of directors and the top management.

  It reviews financial soundness of the company, and appropriateness and accuracy of financial reports.

  It has access to key information and members of committee shall complete audit training program from professional agencies at least once a year.

  

• The internal audit committee enhances its audit function through cooperation with external auditors.

  It conducts a separate meeting at least once a quarter without executives of the Company.

  Committee members receive training from external auditors at least once a quarter.