(1) "Cases prescribed by Presidential Decree" in the main sentence of Article 542-8(1) of the Act means the following cases: <Amended on Aug. 27, 2013; Jul. 2, 2024>
1. Where the listed company is a venture business as defined in the Special Act on the Promotion of Venture Businesses with total assets valued at less than 100 billion won as at the end of the latest business year, which has listed its stocks on the KOSDAQ market (referring to the KOSDAQ market specified in Article 8 of the Addenda to the Enforcement Decree of the Financial Investment Services and Capital Markets Act as amended by Presidential Decree No. 24697; the same shall apply hereinafter) or the KONEX market (referring to the KONEX market specified in Article 11(2) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act; the same shall apply hereinafter);
2. Where the listed company is a listed company for which rehabilitation proceedings have commenced or which has been declared bankrupt under the Debtor Rehabilitation and Bankruptcy Act;
3. Where the listed company is a listed company that has newly listed its stocks on the securities market (referring to the securities market specified in Article 176-9(1) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act; the same shall apply hereinafter), the KOSDAQ market, or the KONEX market (applicable only until the day preceding the date of the first general meeting of shareholders held since listing); provided, the foregoing shall not apply where a company that has listed its stocks on the securities market and is required to appoint outside directors becomes a company that has listed its stocks on the KOSDAQ or KONEX market, or a company that has listed its stocks on the KOSDAQ or KONEX market and is required to appoint outside directors becomes a company that has listed its stocks on the securities market;
4. The listed company is a corporate restructuring real estate investment trust under the Real Estate Investment Company Act;
5. The listed company is a listed company that has resolved to dissolve.
(2) "Listed companies prescribed by Presidential Decree" in the proviso of Article 542-8(1) of the Act means listed companies with total assets valued at two trillion won or more as at the end of the latest business year.
(3) "Act separately prescribed by Presidential Decree" in Article 542-8(2)4 of the Act means any of the following finance-related statutes and regulations (including corresponding foreign finance-related statutes and regulations): <Amended on May 31, 2016; Feb. 1, 2021; Aug. 23, 2022>
1. The Bank of Korea Act;
2. The Banking Act;
3. The Insurance Business Act;
4. The Financial Investment Services and Capital Markets Act;
5. The Mutual Savings Banks Act;
6. The Act on Real Name Financial Transactions and Confidentiality;
7. The Act on the Establishment of Financial Services Commission;
8. The Depositor Protection Act;
9. The Act on the Establishment of Korea Asset Management Corporation;
10. The Specialized Credit Finance Business Act;
11. The Korea Development Bank Act;
12. The Industrial Bank of Korea Act;
13. The Export-Import Bank of Korea Act;
14. The Credit Unions Act;
15. The Credit Guarantee Fund Act;
16. The Korea Technology Finance Corporation Act;
17. The Community Credit Cooperatives Act;
18. The Venture Investment Promotion Act;
19. The Credit Information Use and Protection Act;
20. The Foreign Exchange Transactions Act;
21. The Foreign Investment Promotion Act;
22. The Asset-Backed Securitization Act;
23. Deleted; <Feb. 1, 2021>
24. The Act on the Structural Improvement of the Financial Industry;
25. The Secured Bond Trust Act;
26. The Financial Holding Companies Act;
27. The Corporate Restructuring Investment Companies Act;
28. The Korea Housing Finance Corporation Act.
(4) "Persons who have a special relationship with the shareholder as prescribed by Presidential Decree" in Article 542-8(2)5 of the Act means the following persons (hereinafter referred to as "specially related persons"):
1. Persons who fall under any of the following categories, if the shareholder is a private individual:a. Spouse (including a person who has a de facto marital relationship);b. Blood relatives in the sixth or closer degree;c. Marriage relatives in the fourth or closer degree;d. A corporation or organization and directors, executive officers and auditors thereof, where the shareholder, alone or jointly with the persons specified in items a through c above, has invested at least 30/100 of the equity capital of such corporation or organization or has de facto control over important matters in the management of the corporation or organization, including appointment and dismissal of directors, executive officers, and auditors;e. A corporation or organization and directors, executive officers and auditors thereof, where the shareholder, alone or jointly with the persons specified in items a through d above, has invested at least 30/100 of the equity capital of such corporation or organization, or has de facto control over important matters in the management of the corporation or organization, including appointment and dismissal of directors, executive officers, and auditors;
2. The following persons, if the shareholder is a corporation or organization:a. Directors, executive officers, and auditors;b. Affiliated companies and directors, executive officers and auditors thereof;c. A private individual who, alone or jointly with the persons specified in the items of subparagraph 1, has invested at least 30/100 of the equity capital of the shareholder or has de facto control over important matters in the management of the shareholder, including appointment and dismissal of directors, executive officers and auditors of the shareholder; persons or organizations in a relationship specified in the items of subparagraph 1 (excluding their affiliated companies; the same shall apply hereafter in this subparagraph) with the private individual; and directors, executive officers and auditors of such persons or organizations;d. An organization and directors, executive officers and auditors thereof, where the shareholder, alone or jointly with the persons specified in items a through c above, has invested at least 30/100 of the equity capital of such organization or has de facto control over important matters in the management of the organization, including appointment and dismissal of directors, executive officers, and auditors.
(5) "Person prescribed by Presidential Decree" in Article 542-8(2)7 of the Act means any of the following: <Amended on Jun. 28, 2016; Jan. 29, 2020>
1. A person who currently, or during the latest two years, engaged in the regular business of an affiliated company of the listed company as a director, executive officer, auditor or employee;
2. A person who currently, or during the latest two years, worked for any of the following corporations or entities (referring to an attorney-at-law or a foreign legal consultant who works for a law firm, a law firm (limited liability), a law firm partnership, a law office operated by at least two attorneys-at-law in a uniform manner in accepting and handling cases or performing legal affairs as attorneys-at-law, distributing dividends or sharing expenses, joint law firm, or a law office specializing in foreign legal consulting, if such law firm, law firm partnership, or law office is involved) as a director, executive officer, auditor, or employee:a. A corporation whose total amount of transactions with the listed company during the latest three years is at least 10/100 of the total assets (referring to the total assets of the listed company on the balance sheet as at the end of the latest business year) or the gross sales (referring to the gross sales of the listed company on the income statement as at the end of the latest business year; the same shall apply hereafter in this Article);b. A corporation who has entered into a single contract with the relevant listed company during the latest business year for an amount of at least 10/100 of the gross sales of the listed company;c. A corporation whose aggregate amount of money, securities, and other certificates or deeds lent or borrowed by the listed company and other obligations guaranteed by the listed company, including collaterals provided is at least 10/100 of the equity capital (referring to the equity capital of the listed company on the balance sheet as at the end of the latest business year);d. A corporation, at least 5/100 of the equity capital (referring to the equity capital of the corporation in which the listed company has invested) of which has been invested by the listed company as of the date of an annual general meeting of shareholders of the listed company;e. A corporation which has entered into a technical cooperation agreement with the listed company;f. An accounting firm appointed as the auditor of the listed company;g. A law firm, law firm (limited liability), law firm partnership, law office operated by at least two attorneys-at-law uniformly in accepting and handling cases or performing legal affairs as attorneys-at-law, distributing dividends or sharing expenses, joint law firm, or law office specializing in foreign legal consulting, accounting firm, or tax firm that mainly provides the listed company with legal advice or business consulting under an advisory agreement, or a corporation that otherwise provides the listed company with consulting services;
3. A person who currently works for at least two companies in addition to the listed company as a director, executive officer, or auditor;
4. An attorney-at-law (including foreign legal consultants who work for the attorney-at-law), certified public accountant, or certified tax accountant who conducts an accounting audit on the listed company, serves as a tax agent for the listed company, or provides the listed company with legal advice or business consulting services under an advisory agreement;
5. A person whose share holdings (as defined in Article 133(3) of the Financial Investment Services and Capital Markets Act) are at least 1/100 of the total number of issued and outstanding shares of the listed company;
6. A person whose balance of transactions (excluding standardized transactions conducted with the listed company in accordance with standard terms and conditions as defined in subparagraph 1 of Article 2 of the Act on the Regulation of Terms and Conditions) with the listed company is at least 100 million won;
7. A person who has worked for the listed company as an outside director for more than six years or who has worked for the listed company or its affiliated company as an outside director for a total of more than 9 years.
(6) Notwithstanding paragraph (5)2, the following corporate institutional investors and foreign financial companies equivalent to such institutional investors shall be excluded from among the persons listed in paragraph (5): <Amended on May 31, 2016>
1. Banks established under the Banking Act;
2. The Korea Development Bank established under the Korea Development Bank Act;
3. The Industrial Bank of Korea established under the Industrial Bank of Korea Act;
4. The Export-Import Bank of Korea established under the Export-Import Bank of Korea Act;
5. The National Agricultural Cooperative Federation and the Nonghyup Bank established under the Agricultural Cooperatives Act;
6. The National Federation of Fisheries Cooperatives established under the Fisheries Cooperatives Act;
7. The Korea Federation of Savings Banks and mutual savings banks established under the Mutual Savings Banks Act;
8. Insurance companies established under the Insurance Business Act;
9. Specialized credit financial companies established under the Specialized Credit Finance Business Act;
10. The National Credit Union Federation of Korea established under the Credit Unions Act;
11. The National Forestry Cooperatives Federation established under the Forestry Cooperatives Act;
12. The Korean Federation of Community Credit Cooperatives established under the Community Credit Cooperatives Act;
13. The Korea Housing Finance Corporation established under the Korea Housing Finance Corporation Act;
14. Investment traders and investment brokers established under the Financial Investment Services and Capital Markets Act;
15. Merchant banks established under the Financial Investment Services and Capital Markets Act;
16. Collective investment business entities established under the Financial Investment Services and Capital Markets Act;
17. Securities finance companies established under the Financial Investment Services and Capital Markets Act;
18. The following corporations engaged in the management and operation of a fund established under an Act:a. The Government Employees Pension Service established under the Public Officials Pension Act;b. The Korea Teachers’ Pension established under the Pension for Private School Teachers and Staff Act;c. The Korea Sports Promotion Foundation established under the National Sports Promotion Act;d. The Korea Credit Guarantee Fund established under the Credit Guarantee Fund Act;e. The Korea Technology Finance Corporation established under the Korea Technology Finance Corporation Act;f. The Korea Trade Insurance Corporation established under the Trade Insurance Act;g. The Korea Federation of SMEs established under the Small and Medium Enterprise Cooperatives Act;h. The Arts Council Korea established under the Culture and Arts Promotion Act;
19. The following corporations that provide mutual aid services under an Act:a. The Korean Teachers' Credit Union established under the Korean Teachers' Credit Union Act;b. The Military Mutual Aid Association established under the Military Personnel Mutual Aid Association Act;c. The Construction Guarantee and the Korea Specialty Contractor Financial Cooperative established under the Framework Act on the Construction Industry;d. The Electric Contractors' Financial Cooperative established under the Electric Constructors' Financial Cooperative Act;e. The Information and Communication Financial Cooperative established under the Information and Communications Construction Business Act;f. The Public Officials Benefit Association established under the Public Officials Benefit Association Act;g. The Korea Scientists and Engineers Mutual-Aid Association established under the Korea Scientists and Engineers Mutual-Aid Association Act.