DB Insurance : 2020 Annual Governance & Compensation Report

Corporate Governance

Annual Report

March 3, 2021

DB Insurance Co., Ltd.

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As CEO of DB Insurance Co., Ltd., I certify that the Corporate Governance Annual Report is diligently prepared in accordance with applicable laws "Chapter 16-186, Hawaii Administrative Rules, Corporate Governance Annual Disclosure".

March 5, 2020

DB Insurance Co., Ltd.

CEO Jeong-nam Kim

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- Table of Contents -
1.	Governance - General ---------------------------------------------------------------------------	4
2.	Board of Directors --------------------------------------------------------------------------------	7
3.	Executive Candidate Nomination Committee ------------------------------------------------	20
4.	Outside Directors' Activities, Compensation, etc. --------------------------------------------	32
5.	CEO Succession -----------------------------------------------------------------------------------	38
6. Audit Committee ----------------------------------------------------------------------------------	41
7.	Risk Management Committee -------------------------------------------------------------------	46
8.	Management Committee -------------------------------------------------------------------------	53
9.	Recommendations by Supervisory Agencies, and Plans for Improvement----------------	55
10. Other Important Matters Related to Governance --------------------------------------------	55
[Attachment #1] Outside Director Qualifications Review Report
[Attachment #2] Annual Report of Compensation System for 2020

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1. Governance - General

1. Principles and policies of governance

DB Insurance Co., Ltd. ("Company"), to secure its sustainable growth and protect the interests of its stakeholders including customers and shareholders, has established sound, transparent governance.

Thus, the Company, for checks and balances in its management, has authorized the board of directors ("Board") and the management with 'decision-making' and 'execution' respectively, and had the management report the status of its 'execution' to the Board.

In order to ensure that the BOD can actually exercise the function of checking senior management, the BOD is given the authority to appoint and dismiss executive officers (including supervisors) such as the CEO. Also, outside directors are given authority to request information while the Company is obligated to provide information to them, thus supporting the BOD's function of checking senior management.

To prevent the Board's aforesaid function of checking management from being weakened due to collusion with management, a majority of the Board members are independence-verified outside directors.

	End of 2020			All directors
				Outside directors		Inside directors
	No. of directors	4		3	1

• Young Man Kim, Inside director, resigned in the middle as of Aug. 31, 2020

The company limits inside director's terms of service to 3 years, and the company will appoint new inside director on the next Board meeting based on the related Articles to replace Young Man Kim who resigned in the middle.

The Company limits outside directors' terms of service to 6 years, and to 9 years when including the same in its affiliates, thus preventing outside directors from serving for too long a period. Also, to check outside directors' self- entrenchment and secure objectivity and independence in candidate recommendation, the Company has formed an outside director candidate pool and fills a majority of the Executive Candidate Nomination Committee with outside directors. And in re-elections of an outside director who is also a member of the Executive Candidate Nomination Committee, the Executive Candidate Nomination Committee Regulation restricts such member's voting right in his/her own nomination or self-nomination.

Also, for its members' expertise and diverse perspectives, the Board, a key decision-making body of the Company, is composed of members with diverse expertise (as of the end of 2019, 2 members with background in insurance management, 2 members in finance and economy, and 1 member in insurance business administration), so that a specific background and occupational category will not prevail. Periodic and non-periodic meetings are held from time to time among the members for maximum convergence of their expertise and for supplementation of their weaknesses, in an effort for efficient solution of various tasks and challenges faced by the Company.

Lastly, for disclosure of governance principles and policies and their operational results, the Company makes available key items including its Articles of Incorporation, Internal Code of Governance, the Charter of Corporate Governance, and the Code of Ethics in its website, the Integrated Sustainable Management Report, etc., and makes available its Articles of Incorporation, activities of the Board and its subcommittees, etc. in the Financial Supervisory Service's ("Financial Supervisory Service") electronic disclosure system.

Details can be checked in the sites below.

(The Company's website: http://www.idbins.com/, Financial Supervisory Service's electronic disclosure system: http://dart.fss.or.kr)

The Company will maintain sound, transparent governance principles capable of responding to changes in its business environment and the market.

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B. Composition of governance

1. Organizational chart

주주총회		General Meeting of Shareholders
이사회		Board of Directors
	(Outside Director: 3, Inside Director: 1)
(사외이사3.	사내이사1)
대표이사		CEO
경영기획파트	Management Planning Part
감사위원회		Audit Committee
	(Outside Director: 3)
(사외이사3)
위험 관리위원회	Risk Management Committee
(Outside Director: 3)
(사외이사3)
임원후보 추천위원회	Executive Candidate Nomination Committee
(Outside Director: 3)
(사외이사3)
경영위원회		Management Committee
	(Outside Director 1, Inside Director: 1)
(사외이사1,	사내이사1)
보수위원회		Compensation Committee
	(Outside Director: 3)
(사외이사3)
감사파트		Audit Part
보험 RM파트	Insurance RM Part
경영기획파트	Management Planning Part
인사파트		HR Part

(2) Characteristics of governance

As the Company's highest decision-making body, the Board, in order to strengthen its function of checking management, has the authority to appoint and dismiss the CEO, Chairman of the Board, and executives, and tries to enhance its function of checks and balances (e.g., electing a senior outside director under the Board of Directors Regulation in cases where an inside director is elected as Chairman of the Board).

The Company satisfies the statutory levels regarding the number and percentage of outside directors ('3' and '75%') in its Board, has directors with diverse expertise and backgrounds in the Board thus leading to enhanced soundness and transparency of the Board's decision-making, and by conducting periodic evaluation of the Board and operating CEO and outside director candidate pools, enhances soundness and transparency of the Board.

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