(1) Where a domestic member company of a business group subject to disclosure designated under the former part of Article 31(1) (hereinafter referred to as "business group subject to disclosure") intends to engage in any of the following trading with or for a related party (excluding an overseas affiliate; hereafter in this Article, the same shall apply) on a scale equivalent to or larger than that prescribed by Presidential Decree (hereinafter referred to as "large-scale internal trading"), it shall disclose such trading after prior resolution by the board of directors; and where it intends to change material facts under paragraph (2), it shall disclose such change after prior resolution by the board of directors:
1. Offering or trading funds, such as provisional payments or loans;
2. Offering or trading securities, such as shares or corporate bonds;
3. Offering or trading assets, such as real estate or intangible property rights;
4. Offering or trading goods or services with or for an affiliate prescribed by Presidential Decree, taking into account the composition of shareholders, etc.
(2) When making a disclosure pursuant to paragraph (1), a domestic member company of a business group subject to disclosure shall include material facts prescribed by Presidential Decree, such as the purpose, scale, and terms and conditions of the trading and the trading counterparty.
(3) A disclosure under paragraph (1) may be made through an institution which receives reports pursuant to Article 161 of the Financial Investment Services and Capital Markets Act. In such cases, the methods and procedures for disclosure and other necessary matters shall be determined by the Fair Trade Commission after consultation with the relevant institution.
(4) Where a domestic member company of a business group subject to disclosure that engages in financial business or insurance business conducts trading that meets the criteria prescribed by Presidential Decree under standardized terms and conditions, such trading need not require resolution by the board of directors, notwithstanding paragraph (1). In such cases, the company shall disclose the details of such trading.
(5) In the case of paragraph (1), a resolution that is adopted by a committee established by a listed corporation pursuant to Article 393-2 of the Commercial Act (limited to where at least three outside directors under Article 382(3) of that Act are included in the committee and the number of outside directors is at least 2/3 of the total number of the members) shall be deemed adopted by the board of directors.