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Commercial Act — Article 542-11 (Audit Committees)

상법 제542조의11

This English translation is based on the Korean text effective 2018-12-19. The Korean law has since been amended (current version effective 2026-09-10) — check the Korean original.

(1) A listed company determined by Presidential Decree in light of the scale of assets, etc. shall establish an audit committee.

(2) The audit committee of a listed company under paragraph (1) shall meet the requirements of Article 415-2 (2) and the following subparagraphs:

1. At least one member of the committee shall be an accounting or financing expert as determined by Presidential Decree;

2. The representative of the committee shall be an outside director.

(3) No person who falls under any of the subparagraphs of Article 542-10 (2) shall be a member of the audit committee who is not an outside director of a listed company under paragraph (1), and he/she shall be removed from office when falling under any of such cases.

(4) Where the number of outside directors fails to meet the quorum required for the establishment of an audit committee set forth in the following subparagraphs due to any cause such as resignation or death of any outside director as member of the audit committee, a listed company shall ensure that the requirements are met at the first general meeting of shareholders convened after such cause has occurred;

1. Requirements set forth in the subparagraphs of paragraph (2) and Article 415-2 (2), in cases where the listed company has established the audit committee under paragraph (1);

2. Requirements set forth in Article 415-2 (2), in cases where the listed company has established the audit committee under Article 415-2 (1),[This Article Newly Inserted by Act No. 9362, Jan. 30, 2009]

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