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Sustainable Growth

Value System

Organization

ESG Evaluation

Ethical
Management

Safety, Environment,
and Quality Management Policy

Social
Responsibility

Governance

가치체계

  • Since its establishment in 1945, NOROO has been guided by its founding spirit, "For my homeland" embedding various social values into its business practices to contribute to the growth and development of the nation. Even in challenging circumstances, NOROO has steadily upheld its commitment to creating quality careers. Moving forward, NOROO will remain dedicated to its core principles, practicing honest and fair ethical management as it continues to evolve into a global company.
  • Sustainable Growth Value System 지속가능성장 가치체계

Organization for supporting sustainable growth

  • Organization for supporting sustainable growth

ESG

  • ESG Evaluation Grade Evaluation by ‘KCGS’
    (KOREA INSTITUTE OF CORPORATE GOVERNANCE AND SUSTAINABILITY)
    Year Overall Rating Environment(E) Social(S) Governance(G)
    2024 esg2024 esg2024 esg2024 esg2024
    2023 esg2022 esg2022 esg2022 esg2022
    2022 esg2022 esg2022 esg2022 esg2022
    2021 esg2021 esg2021 esg2021 esg2021
    2020 esg2020 esg2020 esg2020 esg2020
    2019 esg2019 esg2019 esg2019 esg2019
  • • Evaluation by ‘SUSTINVEST’ NOROO Holdings
    Year 1st half 2st half
    2023 esg2022 esg2023
    2022 esg2022 esg2022

윤리경영

  • In January 2016, NOROO established "Code of Ethics" and created a dedicated department, restructuring its sustainability framework through ethical management.
    In 2022, the company revised and expanded its scope to include global initiatives and partner companies committed to mutual growth. By adapting to the rapidly changing business environment, NOROO continues to advance as a transparent and responsible corporation.
  • Ethical Management
  • 윤리경영
  • Operation of the ‘Code of Ethics’
    NOROO has replaced its traditional rule-based ethical regulations with a newly established ‘Code of Ethics’ which reflects the UN Global Compact's 10 Principles and insights from employee interviews and surveys. This shift aims to better align with globalization, the rise of the MZ generation, and evolving social changes.

    To foster understanding and consensus among all employees, NOROO conducts comprehensive ethics training and organizes various campaigns to promote ethical practices. Looking ahead, the company is considering expanding these initiatives to include external stakeholders, such as partner companies.
  • CEO Message

    Dear Stakeholders and potential investors,

    Greetings to all,

    For over 80 years, NOROO has continued to grow, guided by the former chairman’s unwavering belief in “For my homeland” even amid rapidly changing internal and external environments, we have persistently challenged ourselves to open new frontiers. As we embark on a journey toward 100, even 200 years of lasting prosperity, it is essential to reassess our business practices and corporate mindset. To ensure we move in the right direction, we have established this ‘Code of Ethics’, providing a clear foundation for our collective future.

    As our journey of transformation extends to the global stage, a company that neglects ethics risks losing its internal sense of pride and passion while also eroding external societal trust. Such failures become obstacles to sustainable growth, ultimately hindering our expansion into global markets. While it takes years to build a strong reputation, it can be damaged in an instant. Therefore, through the active implementation of this Code of Ethics, we must safeguard and strengthen the reputation that NOROO has built within its family-oriented culture over the years.

    What we must guard against most is allowing unethical practices to persist simply because they are considered “customary.” Even if a certain way of doing business has been in place for a long time, if it is not ethically sound, we must stop it and have the courage to advocate for change. Even in the absence of legal or regulatory enforcement, making the right choice consistently in our work is what truly adds value—to ourselves, our customers, and our shareholders. The trust we earn through collective adherence to ethical principles will serve as the foundation for the company's long-term growth and stability.

    If you ever find it difficult to determine the right course of action in a given situation, seek guidance from your colleagues, superiors, or Compliance & Communication Office.

    When ethical values and principles permeate every aspect of our business, and when all employees communicate with an open mind to enhance corporate value, NOROO will continue to grow as a global company that enriches human lives, paving the way for a brighter future. I sincerely ask for the genuine commitment and adherence of every member of the NOROO family to this code of ethics.

    Sincerely,

    CEO, NOROO Holdings

  • Code of Ethics Growing Together with NOROO - Environmental protection and sustainable growth
    - Community contribution
    - Human rights protection
    - Legal compliance
    - Fair competition
     Memorable and attractive NOROO - Responsibility for products
    - Accurate financial records and information disclosure
    - Mutual growth with business partners
    - Communication with external stakeholders
    - Prevention of bribery and corruption
    - Enhancing corporate governance Integrity
    Creating hopes and happiness with NOROO - Guaranteeing labor rights
    - Maintaining a safe work environment and employee health
    - Respecting diversity
    - Mutual respect and communication
    - Prohibiting personnel requests
    - Protection of assets and conflict of interest rights
    - Ensuring political neutrality
    - Preventing unfair trade
    - Complying with information security
    - Protecting intellectual property rights and trade secrets
    - Prohibiting harassment and violence
  • Code of Ethics
  • Training Records and Performance
    Category
    (Year/ number of participants)
    2021 2022 2023
    Off-line - - 38
    On-line 225 235 178
    TTL 225 235 216
    Communication Channel - Operation of grievance handling standards and counseling program (participation of labor-management representatives) - Operation of quarterly labor-management council
    * Labor union membership rate of chemical business affiliates: 98% (as of the end of 2020) )     - Report reception/processing (e-mail: ethics@NOROO.com)
    * Restrictions on reception: Personal slander or impure intention, false grounds

Safety, Environment, and Quality Management Policy

  • NOROO has been in the paint manufacturing business for over 70 years and has invested heavily in the environment. In addition to complying with environmental laws and regulations and Communications with the local community, we are also promoting agricultural life and new businesses in connection with future food businesses. In the future, we will prepare to have environmental information disclosure and management standards based on ESG standards.
  • Safety, Environment, and Quality Management Policy
  • Green management activity
    Record
    2024NOROO Paint achieved ISO 45001 certification for the occupational health and safety management system

    2019NOROO Paint recognized as an outstanding business in the ‘Gyeonggi-do factory with forest’ Initiative

    2018NOROO Paint received a commendation from the Mayor of Anyang for the 'One Company, One Stream’ environmental initiative

    2014NOROO Paint awarded the grand prize certificate as the top Institution in the Gyeonggi-do ‘STOP CO₂’ Initiative NOROO BEE Chemical(Currently merged into NOROO Automotive coatings) introduced ‘Korea’s First Eco-Friendly Bio-paint’ for Interior Applications

    2013
    NOROO Paint, selected as an ‘Excellent Quality Competitiveness Enterprise’ for 12 consecutive years (Ministry of Trade, Industry and Energy, Inducted into the Hall of Fame)
    NOROO Automotive coatings awarded a commendation for being selected as an outstanding institution in Gyeonggi-do 'STOP CO₂' Initiative
    NOROO Chemical awarded the Gyeonggi-do governor’s prize in the ‘Waste Management Category’ of the Gyeonggi-do Environmental Green Awards

    2012NOROO group establishment of safety manual

    2011NOROO Paint recognized as an ‘Outstanding Workplace for Employee Health Promotion’ by KOSHA (Korea Occupational Safety and Health Agency)

    2010NOROO Paint and NOROO Automotive coatings signed a ‘Stop CO₂’ mentoring agreement with Gyeonggi-do
    NOROO Group Establishes Green Management Policy

    2009NOROO Paint received the ‘Presidential Group Award’ong> in the environmental management category at the National Quality Awards

    2008NOROO Paint selected as the company with the most environmental mark certifications in the domestic paint industry

    2006Achieved the highest rating in PSM evaluation Process Safety Report(PSR) review for 3 consecutive years,
    by KOSHA(Korea Occupational Safety and Health Agency)

    2004NOROO Group established quality, environmental, and safety policy
    Obtained the highest grade in the eco-friendly building materials group quality certification system
    (HB)(first in the domestic paint industry)
    Received ‘Best Green Award’ at the Korea Green Management Awards

    2003Obtained ISO/TS 16949 certification for automotive paint production

    2002Material Safety Data Sheet (MSDS) posted on the website(first in the domestic paint industry)

    2001Installation of biofilter Anyang factory (first in domestic paint industry & largest in East Asia at the time)
    Obtained KOSHA 18001 certification for occupational safety and health management system

    2000Obtained ISO 14001 certification for environmental management system
    Quality Master Award hosted by the Ministry of Trade, Industry and Energy (first in the domestic paint industry)

    1995Obtained ISO 9001 certification for quality management system (first in the domestic paint industry)

    CertificationAnyang/Poseung/Chilseo/Ansan/Hwaseong/Cheonan business sites have acquired and are maintaining ISO 9001 and 14001 certifications, and Anyang business site additionally received ISO 45001 certification in 2024.
    Environmental Education Each Affiliated companies’ ESQM team, environmental safety team, and other relevant staff members attend specialized training provided by KFQ (Korea Foundation for Quality) and the Ministry of Environment every year, and all employees receive environmental safety and health training required upon joining the company/changing jobs/when requirements are met. Ex. Upon new hiring (8 hours), upon on-site job change (2 hours), regularization (3 hours or more per quarter), handling/employees of hazardous chemicals, etc.

  • Carbon Reduction Activities We are joining the government and humanity in promoting carbon neutrality through various efforts to save energy and use renewable energy. In particular, we have achieved the effect of reducing greenhouse gas emissions by 104 tCO2eq by producing 815 GJ of energy through solar power generation installed since 2023. (Energy saving)
    - Replace old streetlights with solar-powered streetlights when the replacement cycle arrives
    - Sequential replacement of fluorescent lights in the workplace with LED
    - FEMS installed at Ansan Plant in November 2021     (Construction/operation of solar power generation facilities)
    - January 2023 Poseung Plant (capacity 177.21KW)
    - December 2023 Hwaseong Plant (capacity 90KW), Chilseo Plant (capacity 63KW)     Environmental Compliance Data Energy Usage
    Energy usage(GJ)/Year 2021 2022 2023
    LNG 169,900 166,455 172,091
    Kerosene 4,970 2,343 3,236
    Diesel 4,064 3,482 3,870
    By-product fuel oil 419 327 42
    Electric Power 378,194 372,494 379,908
    TTL 557,547 545,101 559,148
    * Aggregated business sites (factories): Anyang, Poseung, Chilseo, Hwaseong, Ansan, Pohang, Cheonan, Anseong
  • Greenhouse gas emission(GHG)
    GHG (tCO2eq)/Year 2021 2022 2023
    Scope I / Direct Emissions
    (LNG, Kerosene, Diesel and etc.)     		9,254 8,857 9,210
    Scope II / Indirect emission
    (LNG, Kerosene, Diesel and etc.)    		 18,099 17,826 18,181
    TTL 27,353 26,683 27,391
    * Aggregated business sites (factories): Anyang, Poseung, Chilseo, Hwaseong, Ansan, Pohang, Cheonan, Anseong
  • Per-unit calculation
    per-unit cal. (/Million KRW)/Year 2021 2022 2023
    Energy (GJ) 0.49 0.49 0.46
    Greenhouse gas (tCO2) 0.024 0.024 0.023
    *Energy & greenhouse gas / Million KRW(Korean Won)
  • Water consumption
    Water usage (ton)/Year 2021 2022 2023
    Chemical business 248,113 255,459 268,860
    Agricutural business 1,502 1,241 1,305
    * Aggregation business sites (factories): (Chemical) Anyang, Poseung, Chilseo, Hwaseong, Ansan, Pohang, Cheonan, (Agricultural and Life science) Anseong
  • Waste generation and disposal volume
    Waste (ton)/Year 2021 2022 2023
    General waste 2,083 2,099 2,244
    Designated waste 5,866 5,865 7,614
    Total Waste Generation 7,949 7,964 9,858
    Waster Incineration/Landfilling 1,656 1,646 2,188
    Recycle 5,527 5,684 6,696
    Others 358 131 76
    Total Waste Processed 7,542 7,460 8,959
    * Aggregated business sites (factories): Anyang, Poseung, Chilseo, Hwaseong, Ansan, Anseong, Pohang, Cheonan

사회적책임

  • NOROO values social contribution align with its founding philosophy of national economic development through business. In addition to fulfilling its fundamental corporate responsibility of creating quality jobs, the company has been continuously engaged in activities such as cultural and artistic sponsorship and community support.
  • Cultural and artistic sponsorship NOROO believes that culture and the arts play a crucial role in the spiritual development and character cultivation of humanity. In addition to fulfilling social responsibility through business investments, NOROO contributes over 100 million KRW annually to support the discovery and preservation of cultural and artistic diversity
  • (Symphony Song) Practicing warm and hopeful sharing through a new orchestral management approach in South Korea (BESETO OPERA) Contributing to peace and artistic development through international cultural exchange and friendship enhancement between Korea, Japan, and China via opera (Korea Festival Ensemble) Contribute to the balanced development of music and the purification of national character through the revitalization of chamber music, thereby fostering cultural awareness and improving the quality of life. (Korea Mecenat Association) Contribution to the balanced development of economy, culture and arts, and to serve as a bridge between business and arts (For small private theatrical company ) Ensuring diversity in the arts through support for small-scale theater activities.
  • Social Contribution NOROO is carrying out various community service activities with the support of the labor union and volunteer work of employees of various affiliates, centered around the Anyang plant (where NOROO Paint Factory is located), the largest plant within the group. In the future, we plan to actively expand the activities of several small local plants as well.
    Cultural and Social Investment NOROO collaborates with creative artists and designers in various ways to propose artistic inspiration and practicality. Through this, we aim to contribute to the formation of an innovative culture while fulfilling our corporate social responsibility. NCTS (NOROO International color trend show) Participation in Global design exhibitions 2019, 2023, 2024 Milan Design Week (MDW) Participation in International Design Competitions 2024 ‘IF Design Award’ (COVER ALL VOL. 07, the design and color trend book)
    2020,2023,2024 ‘Red dot design Award‘(Brand & Communications sector)(Tides, Mirage, Hongchul Wonderland)
    2018 Red dot design Award (Best design concept: ‘Premium Paint’)
  • Recognition of Diversity NOROO recognizes that the diversity of its employees enhances organizational health and work efficiency, ultimately contributing to the creation of quality jobs. We review our HR policies annually to establish various systems and guidelines. Employee Status
    Category Gender 2021 2022 2023 Remarks
    Number of personnel % Number of personnel % Number of personnel % -
    New Employees Male 11 100% 9 90% 8 80% -
    Female 0 0% 1 10% 2 20% -
    Job changer/retirees Male 5 71% 7 88% 3 38% -
    Female 2 29% 1 13% 1 13% -
    Involuntary retirees Male 0 0% 1 100% 0 0% -
    Female 0 0% 0 0% 0 0% -
    Type of employment Full time- Male 47 78% 52 84% 50 81% -
    Full time- Female 10 17% 9 15% 10 16% -
    Temporary- Male 3 5% 1 2% 2 3% -
    Temporary- Female 0 0% 0 0% 0 0% -
    TTL 60 100% 62 100% 62 100% -
    Position Executive 10 17% 10 16% 9 15% -
    Management level 4 7% 5 8% 5 8% Team Leader and above
    Employee 46 77% 47 76% 48 77% -
    TTL 60 100% 62 100% 62 100% -
    Age 20~29 1 2% 2 3% 4 6% -
    30~39 22 37% 18 29% 19 31%
    40~49 25 42% 30 48% 28 45%
    50 years old and higher 12 20% 12 19% 11 18/%
    TTL 60 100% 62 100% 62 100%
    Gender Male 50 83% 53 85% 52 84%
    Female 10 17% 9 15% 10 16%
    TTL 60 100% 62 100% 62 100%
    Women Leadership
    Category 2021 2022 2023 Remarks
    Number of personnel % Number of personnel % Number of personnel %
    Women
    Leadership     		Position Women among all workers 10 17% 9 15% 10 16%
    Manager level employees among all workers 38 63% 39 63% 40 65% Manager and above
    Women among all executives 4 11% 4 10% 4 10%
    Contract type Women among contract workers - 0% - 0% - 0%
    Women among regular employees 10 18% 9 15% 10 17%
    Others High school graduate talented employees 1 2% 1 2% 2 3%
    Employees under Veteran Benefits Program
    (Initiative by Korea Gov’t)    		 - 0% - 0% - 0%
    Employees with Disabilities - 0% - 0% - 0%
    Parental Leave
    Type Gender 2021 2022 2023 Remarks
    Number of users Male 1 - -
    Female 1 1 1 -
    Number of reinstated Personnel Male 1 - -
    Female - - -
    Return rate(%) Male 100% - - -
    Female 0% 0% 0% -
    Headcount retained for 12 months
    after reinstatement     		Male 1 - Including those who have not yet arrived
    in 12 months as of the end of year 2023
    Female - -
    Among the reinstated employees,
    the rate of employment for 12 months or more    		 Male 100% - - -
    Female - - - -
  • Safety and Health NOROO believes that continuous business is possible through a safe work environment and maintaining employee health. In addition to complying with legal obligations, we are incorporating the importance of safety and health into our organizational culture, and we are responding with a unified group system, such as jointly securing masks and disinfectants in times of crisis such as COVID-19.
    Chemical Business We are putting into practice the safety and health management vision/goal/ideology. Ex. PSM, emergency response training, education, screening, etc.
    Agricultural and Life-science business We are complying with legal obligations and establishing NOROO's own safety and health system.
  • Fair Trade NOROO believes that fair trade with partners and consumers is the basis for building corporate trust. We have established fair competition compliance, product responsibility, and coexistence with partners as group policies and are applying them to each affiliate according to its situation.

지배구조

  • BOD Activities
    Governance NOROO Holdings complies with corporate ethics and operates a governance structure for transparent management under the holding company system to create value for customers and shareholders and achieve sustainable growth. We plan to continue to improve and develop this in the future.
  • NOROO Holdings stock ownership status As of December 31, 2023, the issued shares of NOROO Holdings are 13,291,151 common shares and 243,559 preferred shares, totaling 13,534,710 shares.
    The company's largest shareholder, CEO Han Young-jae, and nine other special related persons hold a 46.4% stake. The status of other shareholders is as follows.     [As of December 31, 2023]
    Shareholder name Shares Ownership ratio (%) Relationship with the company
    Han Young-jae
    and 9 others     		6,161,990 46.4 Major shareholders, etc.
    Treasury stock 3,042,458 22.9 Treasury stock
    Minority Shareholder 4,011,623 30.2 Corporations and individuals
    with less than 1%
    Others 75,080 0.6
    TTL 13,291,151 100.0 Ordinary Stock
  • Protection of Shareholders' Rights and Dividend Distribution To maximize the protection of shareholders' rights and interests, NOROO Holdings ensures that all shareholders receive a direct written notice of the General Meeting of Shareholders. This notice is not only disclosed through the Electronic Disclosure System, but also simultaneously announced on the company’s official website, electronic public notices, and The Korea Economic Daily to ensure comprehensive communication Furthermore, NOROO Holdings guarantees shareholders' right to propose agenda items in accordance with Article 363-2 of the Korean Commercial Act. Under Article 542-6 of the Act, shareholders who have continuously held at least 1% of the total issued shares (excluding non-voting shares) for at least six months may submit certain matters as agenda items for the General Meeting of Shareholders. This proposal must be made in writing or via electronic documents at least six weeks prior to the annual general meeting of the previous fiscal year.
     The IR department, specifically the Financial Management Team, is responsible for handling shareholder proposals. To ensure that even shareholders without voting rights can exercise their rights, we provide email and phone contact information, making shareholder communication as transparent and accessible as possible Point of contact: Financial Management Team(IR)   tel: 82-2-2191-7754   email : hbkang@NOROO.com NOROO Holdings is committed to maximizing shareholder value through efficient management while striving to ensure sustainable and stable returns for its shareholders.
    Year Dividends and yield per share
    (common stock/preferred stock) - in Korean won     		Dividend payout ratio* Total Dividend
    (Common Stock)
    - in Million Korean won
    2019 400(3.3%)/405(2.0%) 119% 4,169
    2020 450(4.1%)/455(2.6%) 151% 4,689
    2021 450(3.6%)/455(1.2%) 84% 4,689
    2022 500(4.7%)/505(2.2%) 16% 5,240
    2023 500(4.3%)/505(1.3%) 201% 5,247
    *Dividend Payout Ratio: Dividend Amount / Net Income (Based on Separate Financial Statements) In 2023, despite the challenging economic environment caused by COVID-19, NOROO Holdings achieved a high level of net income (on a consolidated basis). As a result, we increased the cash dividend compared to the previous year, distributing KRW 500 per common share to our valued shareholders.Additionally, NOROO Holdings has implemented an electronic voting system for the appointment of auditors. Moving forward, we will continue to explore and adopt diverse voting methods to further protect and enhance shareholder rights.
  • Voting Results of the 78th Annual General Meeting of Shareholders The 78th Annual General Meeting of Shareholders, held on March 29, 2024, recorded the following voting participation: ·Total Shares with Voting Rights: 10,248,693 shares / Total Shares Present: 6,901,978 shares
    ·Attendance Rate: 67.3%
    Agenda and Results
    Agenda Results Approval
    (Shares)    		 Opposing
    (Shares)    		 Approval ratio(%)
    [Reporting Agenda] ①Audit Report, ② Business Report,
    ③ External Auditor ④ Report on Appointment
    Report on the Operation of the Internal Accounting Management System
    [Matters for Discussion] Agenda number 1 Approval of the 78th Financial Statements Approved 6,867,949 34,029 99.5%
    Agenda number 2 Appointment of Directors Approved 6,870,674 31,304 99.5%
    Agenda number 3 Approval of Director Remuneration Limit Approved 6,658,660 243,318 96.5%
    Agenda number 4 Approval of Auditor Remuneration Limit Approved 6,658,660 243,318 96.5%
    The attendance status of the largest shareholder and related parties at the Annual General Meeting is as follows:
    Shareholders (Number of Shares) Excluding the Largest Shareholder and Related Parties 76th Fiscal Year
    ( 31 March 2022)    		 77th Fiscal Year
    ( 31 March 2023)     		78th Fiscal Year
    ( 31 March 2024)
    Total Number of Eligible Shareholders 8,691 6,962 5,905
    Number of Attending Shareholders
    (Attendance Rate)     		139 (1.6%) 73 (1.04%) 94 (1.6%)
    Total Number of Shares Held by Eligible Shareholders 4,290,056 4,091,014 4,086,703
    Number of Shares Held by Attending Shareholders
    (Percentage)    		 951,924 (22.2%) 784,882 (19.2%) 938,168 (23.0%)
  • BOD(Board of director) Composition The Board of Directors of NOROO Holdings serves as the company's highest decision-making body and consists of five directors, including three executive directors and two independent directors. The co-CEOs, Han Young-jae and Kim Yong-ki, take turns presiding over board meetings depending on the agenda, facilitating discussions among board members and overseeing board activities. The independent directors bring specialized expertise and experience from various fields, providing objective oversight and external perspectives on the company’s management activities. They play a crucial role in ensuring transparency and accountability in corporate governance. The proportion of independent directors relative to the total number of directors stands at 40%. To support independent directors in carrying out their duties effectively, NOROO Holdings ensures that all relevant materials are provided well in advance of board meetings for thorough review. Additionally, when necessary, separate briefings and reports are provided to ensure accurate and comprehensive information on key issues. (As of May 31, 2024)
    Title Name
    (Appointment / Term)    		 Responsibilities and Areas of Activity Major Career Experience
    Executive Directors
    (Inside)     		Han Young-jae
    (2021/03
    ~ 2027/03)    		 CEO/Chairman
    Chief Corporate Management Officer
    (Chairman of the Board)     		Master's Degree from School of Business, Boston University, USA
    CEO, NOROO Holdings co. ltd.
    Kim Yong-Ki
    (2022/03
    ~ 2025/03)    		 CEO/Vice Chairman
    Chief Corporate Management Officer
    (Chairman of the Board)     		Bachelor's Degree in Business Administration, Yonsei University
    CEO, NOROO Paint co. ltd.
    Han Won-seok
    (2023/03
    ~ 2026/03)    		 Executive Vice President
    Deputy Head of Corporate Management
    Strategic Planning / Investment    		 Department of Business Administration, Centenary University, USA
    Deputy Head of Corporate Management / NOROO Holdings. Co. ltd
    Independent Directors
    (Outside)    		 Yoo Eun-sang
    (2022/03
    ~ 2026/03)    		 Overall Corporate Management Responsibilities Master's Degree in Finance, Cass Business School, University of London, U.K.
    CEO, YJA Investment
    Kwon Jun-young
    (2023/03
    ~ 2025/03)    		 Company-wide General Management Duties Master’s Degree in Urban Development, Harvard University, USA
    Advisor, Lotte AMC Co., Ltd. /
    Former CEO, Lotte AMC Co. Ltd.
  • Appointment and Operation of the Board of Directors NOROO Holdings appoints all directors through the General Meeting of Shareholders in accordance with laws and the company’s Articles of Incorporation. The Board of Directors selects director candidates and finalizes them as agenda items to be submitted for approval at the General Meeting of Shareholders. For executive director candidates, the company selects the most suitable individuals from a continuously managed talent pool, prioritizing expertise and leadership. For independent director candidates, the selection criteria focus on a deep understanding of the industry, extensive experience in their respective fields, and the absence of conflicts of interest with the company or its largest shareholder, ensuring independent oversight of the board and corporate management. The tenure of independent directors follows the amended Enforcement Decree of the Commercial Act, allowing a maximum reappointment period of six years. All directors are covered by directors' liability insurance (D&O insurance), with the company as the insured party. The Board of Directors operates under the Board Operating Regulations, and independent directors may, when necessary, receive external expert support at the company’s expense. (For further details, please refer to the attached Board Operating Regulations.) Since 2023, NOROO Holdings has been conducting board evaluations through BSM. The company plans to report the results to the board at least once a year and use them as a reference for director reappointments. The board evaluation process consists of:
    1. Basic evaluation (conducted by the company)
    2. Self-evaluation (conducted by directors)
    3. Comprehensive evaluation and reporting (conducted by the board)
    4. Additionally, the board engages in discussions on overall board operations to enhance governance effectiveness.
     BSM(Board Skills Matrix)
    Category Name Expertise ESG
    Committee
    Leadership Management
    /Accounting     		Risk
    Management     		M&A
    /Investment    		 Marketing
    /Brand    		 ESG Major Career Experience and Appointment Background
    Executive Directors
    (Inside)    		 Han Young-jae

    (CEO, Chairman of the Board)

    		 ● ● ● ● ● - Master's Degree from School of Business, Boston University, USA, Former CEO of NOROO Paint co. ltd.
    - Recipient of the Gold Tower Order of Industrial Service Merit, awarded by the Ministry of Trade, Industry and Energy of South Korea,
    - As a CEO, possesses exceptional capabilities in enhancing corporate value through extensive experience and insight
    Kim Yong-Ki

    (Co-CEO, Vice Chairman of the Board)

    		 ● ● ● ● ● - Bachelor's Degree in Business Administration, Yonsei University, CEO NOROO Paint, Former CEO, Korea Land Trust
    - 1st Korea CEO Leadership Award in the Innovation Management Category
    - Leads business restructuring and portfolio enhancement by leveraging operational experience as a group business leader and strong capabilities in adapting to management changes     		●
    Han Won-seok ● ● ● ● - Department of Business Administration, Centenary University, USA , Current CEO of 'DIT' and 'The KIBAN'
    - Contributes to sustainable growth by formulating group business management strategies and driving new business development, while establishing a differentiated management system for brand value enhancement
    Outside
    Directors    		 Yoo Eun-sang

    (Chairperson of the ESG Committee)

    		 ● ● ● ● - Master's Degree in Finance, Cass Business School, University of London, U.K./ Bachelor's Degree in Economics, SNU
    - CEO, YJA Investment, Former Vice Chairman / CEO, Q Capital Partners
    - As an expert in investment and M&A, contributes to enhancing management decision-making through corporate valuation assessment, M&A experience, and funding capabilities     		●
    Kwon Jun-young ● ● ● - Master’s Degree in Urban Development, Harvard University, USA
    - Advisor, Lotte AMC Co., Ltd. / Former CEO, Lotte AMC Co., Ltd., Former CEO, Koreit Investment Advisory
    - As an expert in investment management and asset investment, contributes to investment risk management by analyzing the feasibility of new businesses and leveraging investment management capabilities.     		●
    Evaluation Criteria
    Categpry Required capability
    Leadership Possessing extensive experience and expertise in organizational management, including strategic direction, human resource management, capital market opportunities, and business risk assessment.
    Business Administration
    & Accounting    		 Expertise in financial management and oversight, including reporting processes and capital allocation
    Risk Management Expertise in enterprise risk assessment and management processes.
    M&A/Investment Expertise in corporate investment, including M&A decision-making and integration for growth.
    Marketing
    /Brand    		 Expertise in reputation management, including market share growth, brand recognition, and image enhancement.
    ESG Experience and proficiency in sustainable management, corporate social responsibility, and governance enhancement
  • Board Meetings and Resolutions The Board of Directors supervises the execution of directors' duties and makes resolutions on matters stipulated by law or the Articles of Incorporation, issues delegated by the General Meeting of Shareholders, and key principles of corporate management and important business operations
  • Operation of the ESG Committee Since March 2023, NOROO Holdings has established and been operating an ESG Committee led primarily by independent directors. The committee's composition is as follows
    Committee Composition Key Roles of the Committee Remarks
    Title Classification Name Gender Holding
    Multiple
    Roles
    ESG Chairperson Outside
    Director     		Yoo Eun-sang Male - 1.Achieving sustainable growth through strengthened ESG management
    2.Expanding board participation in ESG management
    Committee
    (Total of 3 people)     		Member Inside
    Director     		Kim Yong-ki Male -
    Member Outside
    Director    		 Kwon Jun-young Male -
    As of May 31, 2024, the current activities are as follows:
    Session Date Number of attendance
    /Quota    		 Agenda Approval
    Status
    Category Subject
    1 31-Mar-23 3/3 Ordinary Resolution Appointment of ESG Committee Leader Approval
    2 13-Apr-23 3/3 Items for Reporting 2023 ESG Implementation Plan Report
    3 23-May-23 3/3 Items for Reporting Corporate Governance Report Report
    4 11-Aug-23 3/3 Items for Reporting 1. Materiality Assessment Results and Risk Management Activities
    2. 2022 Sustainability Report    		 Report
    5 28-Dec-23 3/3 Items for Reporting Risk Management Plan (Presenter: Chief Risk Officer) Report
    6 30-May-24 3/3 Items for Reporting 1. Corporate Governance Report
    2. Materiality Assessment Report
    3. Human Rights Impact Assessment Report    		 Report
    The key agenda items of the ESG Committee are as follows: - ESG Policy and Strategy Development, Activity Outcomes
    - ESG Risk Management Activities (Risk Management Officer)
    - Corporate Governance Report, Sustainability Report, and Materiality Assessment Report
    - Intercompany Transactions (Above a Significant Threshold Amount)
    - Appointment of the ESG Committee Chairperson
    - Other ESG-Related Decision-Making Matters
    The ESG-related matters reported to the Board of Directors are as follows:
    Session Date Number of attendance
    /Quota     		Agenda Approval Status
    Category Subject
    1 06-Mar-23 5/5 Ordinary Resolution Establishment of the ESG Committee Approval
    2 12-Jun-23 5/5 Items for Reporting ESG Committee Activities (Resolutions) Report
    3 14-Mar-24 5/5 Items for Reporting 2024 ESG Initiatives and ESG Committee operation plan Report
    4 29-Apr-24 5/5 Items for Reporting Board evaluation plan and 2023 Evaluation results (BSM) Report
  • Audit System and Operation of Standing Auditor NOROO Holdings operates a standing auditor system in accordance with relevant laws, the Articles of Incorporation, and internal regulations to ensure the protection of shareholder rights, sound corporate management, and the enhancement of social trust. The Standing Auditor carries out audit duties with support from relevant internal departments and, in accordance with the Audit Regulations (Article 11, Clause 3), holds the right to approve the appointment and dismissal of audit personnel. Compliance & Communication Office provides compliance support and grievance handling services, while also offering ongoing assistance for audit activities. Additionally, to enhance the professional expertise of auditors, the company covers the costs of necessary training programs.
    Date Contents Institution
    12-May-23 Issues Faced by Mid-Sized and Small Listed Companies in the Internal Accounting Management System SAMJUNG KPMG
    26-Jul-23 ESG Management and Board Activities SAMJUNG KPMG
    16-Aug-23 Optimization Strategies for the Internal Accounting Management System of Mid-Sized and Small Listed Companies (ELC) SAMJUNG KPMG
    02-Nov-23 Becoming a Leading Nation in Standards to Create a Global Market for ESG and the Green Industry KBCSD
    06-Nov-23 Optimization Strategies for the Internal Accounting Management System of Mid-Sized and Small Listed Companies (PLC) SAMJUNG KPMG
    02-Dec-23 Trends in Strengthened Global Climate Change Regulations and Corporate Response Strategies Yulchon LLC
    Governance Enhancement Activities NOROO Holdings is actively working to enhance the transparency and efficiency of its decision-making and management activities by improving the practical operation of the Board of Directors. To support this effort, we have revised the Board Operating Regulations, incorporating provisions that allow independent directors to receive external expert support when necessary for their duties. Mandate board reporting on ESG-related matters to strengthen the control of non-financial risks.
    In addition to these measures, various governance enhancement initiatives are currently underway. Moving forward, NOROO Holdings remains committed to continuous change and improvement, striving to become a transparent and competitive company.