Board of Directors

The MCNEX Board of Directors serves as a key decision-making body that executes major business operations, provides opinions on significant management matters, and oversees the execution of business activities. To ensure its expertise, independence, and diversity, the Board consists of five directors in total, three of whom are Independent Directors, including one female Independent Director currently serving. Structured as an organization capable of swift and efficient decision-making, the Board is responsible for deliberating on and approving agenda items aimed at the company's long-term growth.

Additionally, MCNEX operates several committees within the Board: the Audit Committee, the Internal Transactions Committee, the Independent Director Candidate Nomination Committee, and the ESG Committee. To ensure the fairness and independence of the Board, these committees are structured with a focus on Independent Directors.

Board of Directors

Board of Directors Expertise

MCNEX stipulates in its Corporate Governance Charter that the Board's expertise must be considered when appointing directors. Accordingly, MCNEX appoints professionals with diverse experience and specialized knowledge as members of its Board of Directors. Furthermore, MCNEX provides stakeholders with a Board skills matrix detailing the areas of expertise of its members. As of March 26, 2025, its three Independent Directors are experts in fields such as finance, future technologies, and risk management.

Board of Directors skills matrix

Board of Directors Independence

To enhance the Board's efficiency through swift decision-making and ensure continuous responsible operations, MCNEX has appointed its CEO as the Chairperson of the Board. Although MCNEX's CEO concurrently serves as Chairperson of the Board, the Board, in accordance with Article 32 of the company's Articles of Incorporation, is composed of two Executive Directors and three Independent Directors. Independent decision-making is ensured as Independent Directors constitute at least one-fourth (currently three out of five, forming a majority) of the total Board members. Furthermore, the regulations of the Independent Director Candidate Nomination Committee stipulate the criteria for assessing the independence of Independent Director candidates, pursuant to Article 77 of the Stock Market Listing Rules.

Board of Directors Management

The MCNEX Board of Directors' meetings are categorized into regular meetings, held periodically, and extraordinary meetings, held when significant business changes occur. The Board operates in accordance with its Board of Directors Regulations, which are based on the company's Articles of Incorporation and stipulate the Board's authority, composition, and operating procedures.

As a general principle, resolutions of the Board are passed by a majority vote of the directors present, with a quorum being the attendance of a majority of all directors. However, for matters related to Article 397-2 (Prohibition on Usurpation of Corporate Opportunities) and Article 398 (Prohibition on Self-Dealing) of the Commercial Act, a resolution requires the affirmative vote of at least two-thirds of the total number of directors. The proceedings of every Board meeting are recorded in minutes, which are subsequently maintained and archived.

2024 Board of Directors Activities

Committees under the Board of Directors

MCNEX operates the Audit Committee, the Internal Transactions Committee, the Independent Director Candidate Nomination Committee, and the ESG Committee as sub-committees under its Board of Directors. To ensure independence, the Audit Committee, the Internal Transactions Committee, and the Independent Director Candidate Nomination Committee are composed exclusively of Independent Directors, including their chairpersons. In the case of the ESG Committee, established in 2025, an Executive Director has been appointed as Chairperson to enhance the internalization of ESG management and strengthen the alignment of ESG strategy with overall corporate strategy. The committee currently operates under this leadership.

Composition of Board Committees

Director Appointment

MCNEX prohibits discrimination in its director appointment process based on grounds such as gender, race, nationality, or cultural background. When appointing Independent Directors, the Independent Director Candidate Nomination Committee comprehensively reviews the qualifications of candidates—including their expertise, ethics, and integrity—and their compliance with the company's independence requirements. The final appointment is then made via a resolution at the General Meeting of Shareholders. For the appointment of Executive Directors, the most suitable candidates from among non-registered executives are recommended based on their expertise, vision, and leadership, with the final appointment also made through the General Meeting of Shareholders.

On March 26, 2025, following its Independent Director appointment process and based on shareholder proposals, MCNEX appointed a total of two Independent Directors, Park Gil-jae and Yun Seok-jin, who possess expertise and experience that meet the candidate criteria.

Board Evaluation and Compensation

MCNEX evaluates its Independent Directors based on qualitative indicators that consider comprehensive aspects such as their Board meeting attendance rate, whether they provide expert opinions, and their engagement in proper decision-making processes. Currently, this evaluation is not reflected in the decision for reappointment, but it is used as reference material by considering the Independent Directors' activities, level of participation, and proactiveness. Moving forward, the company is in discussions to introduce an objective and fair evaluation method based on the individual activities and performance of Independent Directors, and is reviewing how to reflect these evaluation results in reappointment decisions.

Director compensation is determined within the overall compensation limit approved at the General Meeting of Shareholders and is based on internal standards approved by the Board of Directors. It is calculated by comprehensively considering factors such as position, leadership, expertise, contribution to the company, and the level of legal responsibility. The compensation for Independent Directors is set at a reasonable level, taking into account compensation levels in the peer industry and the time commitment required for their Board activities. This is also determined within the overall director compensation limit approved at the General Meeting of Shareholders.

Protection of Shareholder Rights

Stock Ownership Status

MCNEX stipulates in its Articles of Incorporation that the total number of shares authorized for issuance is 50,000,000, and that one vote is granted per share. As of December 31, 2024, the total number of MCNEX's issued shares is 17,977,732, and its treasury stock ratio is 6.17%.

Shareholder Return Policy

MCNEX has established a dividend policy to enhance the predictability of its shareholder returns. Starting from 2025, in accordance with this policy, MCNEX plans to provide returns through profit dividends at a level equivalent to a 3-4% dividend yield, and is also planning treasury stock buybacks and cancellations as part of its shareholder return initiatives.

The dividend per share for 2024, deliberated by the Board of Directors, was set at KRW 800 after a comprehensive review of the year's profit levels, annual cash flow, and future strategic investments. A total of 13,490 Mil. KRW (KRW 13.49 billion) in dividends was paid out. The average dividend yield for the past three years was 2.6%, and MCNEX will continue to strive to maximize shareholder value going forward.

Composition of Board Committees