
Chapter 1. General Provisions
Purpose and Scope of Application
These rules are intended to secure the operational efficiency of the Board of Directors, and matters other than those covered by relevant laws and the Articles of Incorporation are governed by these rules in priority.
Powers of the Board of Directors
The Board of Directors resolves on basic management policies and important matters concerning the execution of business, and supervises the execution of the duties of directors.
Chapter 2. Composition and Operation of the Board of Directors
Composition and Chairperson
The Board of Directors consists of all directors (including Independent (Outside) Directors), and the Co-CEO or one of the members of the Board of Directors serves as chairperson. If the Co-CEO is unable to act, the duties are performed by a successor in a predetermined order.
Types of Board Meetings and Convening
Regular meetings of the Board of Directors are held once per half year, and extraordinary meetings may be held from time to time as necessary. They are convened by the Co-CEO; if not convened without justifiable reason, an individual director may convene the meeting alone.
Convening Procedure
The meeting date is fixed and notice is given to directors and the Statutory Auditor no later than 2 days in advance. However, the convening procedure may be omitted with the consent of all directors and the Statutory Auditor.
Chapter 3. Decision-Making
Method of Resolution
Resolutions of the Board of Directors are passed with the attendance of a majority and the affirmative vote of a majority of attending directors. For specific matters such as self-dealing, the affirmative vote of two-thirds or more of the directors is required. Remote meetings are permitted, and interested parties may not exercise voting rights on the relevant agenda item.
Chapter 4. Agenda Items
Classification of Resolution Items
· Resolution items under laws and the Articles of Incorporation
Appointment and dismissal of the Co-CEO, establishment of committees, issuance of new shares and corporate bonds, mergers and divisions, grant of stock options, acquisition and disposal of assets, etc.
· Items to be submitted to the General Meeting of Shareholders
Convening the General Meeting of Shareholders, approval of financial statements, amendment of the Articles of Incorporation, dissolution and merger, appointment of directors and Statutory Auditor, dividends, release of liability, etc.
· Major management items
Approval of business plans, determination of executive compensation, enactment and amendment of company rules, policies relating to labor unions, filing of important lawsuits, etc.
· Financial matters
Acquisition of equity exceeding a certain percentage of capital, conclusion of major contracts, raising of funds, disposal of assets, acts related to treasury stock, etc.
Reporting Items
Management strategy, status of new businesses, status of internal control, results of handling of delegated matters, matters related to industrial safety, retirement of unregistered executives, etc.
Chapter 5. Committee-Related Matters
Establishment of Committees
For efficient decision-making, the Board of Directors may establish committees. However, core matters such as the appointment of the Co-CEO may not be delegated. A committee consists of two or more members and elects a representative member; detailed operations are governed by separate rules.
i-SENS operates its Board of Directors as a five-director system (3 Inside Directors, 2 Independent (Outside) Directors) based on the Commercial Act, the Articles of Incorporation, and the Board Operating Rules, deliberating and resolving on basic management policies and important matters concerning the execution of business, and supervising the execution of the duties of directors. No separate committee is established; sustainability management agenda items are reviewed in advance through the ESG Council (chaired by Co-CEO Hak-Hyun Nam) and the Ethics Management Office ESG Task Force, and are finally decided by the Board of Directors. In 2025, the Board of Directors was held a total of 10 times, and 23 agenda items were reported and resolved.
The Board of Directors operates the balance between decision-making efficiency and checking functions in accordance with the Board Operating Rules. Regular Board meetings are held once per half year; extraordinary Board meetings are held as needed, with notice given to directors and the Statutory Auditor no later than 2 days before the meeting date. Resolutions are passed on the principle of a majority attendance + affirmative vote of a majority of attending directors; however, the affirmative vote of two-thirds or more is required for specific matters such as self-dealing. Remote meetings are permitted, and interested parties are restricted from exercising voting rights on the relevant agenda item.
Item | Key Content |
Chapter 1 General Provisions | Purpose/Scope of application / Powers of the Board of Directors (resolution of basic management policies and important matters concerning the execution of business + supervision of the execution of directors' duties) |
Chapter 2 Composition / Operation | Composed of all directors including Independent (Outside) Directors · Chairperson (one Co-CEO) · Regular once per half year / extraordinary as needed · Convening notice 2 days before the meeting date |
Chapter 3 Decision-Making | Majority attendance + affirmative vote of a majority of attending directors · Two-thirds or more for specific matters · Remote meetings permitted · Voting rights of interested parties restricted |
Chapter 4 Agenda Items | Resolution items (laws/Articles of Incorporation / items to be submitted to the General Meeting of Shareholders / major management / financial) + Reporting items (strategy/new business/internal control/safety/retirement of executives) |
Chapter 5 Committees | Committees · Composed of 2 or more + representative member elected |
The Board of Directors is composed of 3 Inside Directors (Co-CEO Geun-Sik Cha, Co-CEO Hak-Hyun Nam, and CFO Jong-Woo Yoon) and 2 Independent (Outside) Directors (Hong Lee, Jae-Joon Yang), for a total of 5 members. It operates under a Co-CEO system, with one of the Co-CEOs serving as chairperson. The largest shareholder is Co-CEO Geun-Sik Cha, with a shareholding ratio of 11.05%; transactions between the largest shareholder and specially related persons and the Company are disclosed in the business report.
Board diversity (G2-7): 5 male, 0 female; 5 aged 50 or older; 0 persons with disabilities; 0 foreign nationals. Number of Independent (Outside) Directors (G2-8): 2 (40% of the total 5). Independent (Outside) Directors perform the supervisory function on tenure pursuant to Article 542-8(2)7 of the Commercial Act and Article 34(5)7 of the Enforcement Decree thereof.
No. | Name | Title | Term End | Re-appointments | Background of Appointment | Relationship with the Company |
1 | Geun-Sik Cha | Co-CEO (Inside · Standing) | March 31, 2027 | 9 times | Board of Directors | Largest shareholder · Co-CEO concurrently |
2 | Hak-Hyun Nam | Co-CEO (Inside · Standing) | March 31, 2027 | 9 times | Board of Directors | i-SENS executive · Co-CEO concurrently |
3 | Jong-Woo Yoon | CFO (Inside · Standing) | March 28, 2028 | 4 times | Board of Directors | i-SENS executive |
4 | Hong Lee | Independent (Outside) Director | March 27, 2026 | 1 time | Management expertise | Independent (not applicable) |
5 | Jae-Joon Yang | Independent (Outside) Director | March 28, 2028 | – | Management expertise | Independent (not applicable) |
Pursuant to Article 40-2 of the Articles of Incorporation, the Board of Directors may establish committees such as the Audit Committee, the Independent (Outside) Director Candidate Recommendation Committee, and the Compensation Committee, but currently no separate committee is constituted or operated. Instead, the following complementary mechanisms are in operation.
Item | Policy / Operation |
Audit Committee | Not established → 1 standing Statutory Auditor is appointed at the General Meeting of Shareholders and performs accounting and operational audits and supervises the execution of directors' duties · Quarterly communication with the external auditor (Samjong Accounting Firm) |
Independent (Outside) Director Candidate Recommendation Committee | Not established → Candidates for Independent (Outside) Director are submitted to the General Meeting of Shareholders for appointment after deliberation by the Board of Directors (persons meeting the statutory qualifications) |
Compensation Committee | Not established → Pursuant to the Executive Compensation Rules, executive compensation is determined by the Board of Directors (reflecting rank, duties, and performance) |
In 2025, the Board of Directors was held 10 times in total, combining regular and extraordinary meetings, and 23 agenda items were reported and approved. At the February 24, 2025 Board meeting, in addition to agenda items related to the Regular General Meeting of Shareholders, eight items of the 2025 ESG Action Plan were reported (Board resolution of ESG materiality, goals, and strategy · climate and carbon neutrality strategy · website disclosure · KPI establishment · SHE targets · human rights impact assessment · information protection internal audit · compliance control (ISO 37001·37301) · documentation of communication with the external auditor).
2 resolution items + 4 reporting items = 6 core agenda items all conform to Chapter 4 (Agenda Items / classification of resolution and reporting items) of the Board Operating Rules. The Board of Directors operates ethics, compliance, and ESG governance through a three-pillar reporting structure of the Statutory Auditor + the Ethics Management Office + an external ESG specialist organization (ESG Credit). At the February 23, 2026 Board meeting, the ESG and compliance control evaluation report (G7-1) and the implementation results of the RPM corrective order will be formally reported.
Date | Classification | Agenda Item | Significance of Board Decision |
2025-02-24 | Report | ① Internal Accounting Control System Operating Status Report ② Statutory Auditor's Internal Accounting Control System Evaluation Report ③ ESG and Compliance Control Report | Annual regular governance reporting — listening to the three-pillar reports from the external auditor (Samjong Accounting Firm) + Statutory Auditor + Ethics Management Office · Basis for resolution on the eight items of the ESG Action Plan |
2025-03-07 | Resolution | Appointment of the Compliance Officer | Official designation of the person responsible for the operation of the Compliance Program (CP) — establishment of voluntary compliance governance under the Monopoly Regulation and Fair Trade Act (Fair Trade Act) · preemptive response 2 months ahead of the RPM case (May 7, 2025) |
2025-04-14 | Report | Introduction and Operation of the CP | Sharing with the Board of the CP operating plan, committee composition, prior consultation system, and case-based training modules · Linked to Item 7 of the ESG Action Plan (ISO 37001·37301) |
2025-07-22 | Resolution | Amendment of the Internal Accounting Control Rules | Rule-level supplementation of the deficiencies (registration and changes to the customer master) reported in the February 24, 2025 evaluation report · Compliance with the External Audit of Stock Companies Act |
2025-07-22 | Report | ESG Materiality Assessment Report | Report to the Board of the results of the Double Materiality Assessment (DMA) — 28 external + 193 internal = 221 respondents · 34 issues · 9 Dual Material items |
2025-11-24 | Report | ① Human Rights Impact Assessment Result Report ② ESG Evaluation Report | Formal reporting of the results of the September 2025 Human Rights Impact Assessment (S3 metrics) + listening to the ESG overall evaluation (results of evaluation by the external ESG specialist organization ESG Credit) |
Category | Major Agenda Items (Examples) |
Items submitted to the General Meeting of Shareholders | Approval of financial statements and the statement of appropriation of retained earnings · Approval of the business report |
Management / Safety | Approval of the safety and health plan · Review of ESG strategy · Appointment of executives |
Capital / Funds | Grant of stock options · Issuance of new shares · Acquisition of treasury stock · Retirement of shares |
Funds / Assets | Lending of funds to other corporations · Borrowing of funds · Extension of operating fund maturities · Sale of assets |
Internal Control | Evaluation of internal control and the internal accounting control system |
Independent (Outside) Director Opinions (G3-2): The number of agenda items on which Independent (Outside) Directors presented opposing or amending opinions during 2025 was 0. This means that the opinions of Independent (Outside) Directors were reflected at the review stage prior to the submission of agenda items, and agreement was reached before resolution.
This section reconciles the executive compensation, etc. and the status of executives and employees, etc. items in the regular disclosures (i-SENS CIK 00550994) of the Electronic Disclosure System (DART) with the G1-7 compensation policy, G2-2 Board composition, and G3-7 non-financial performance–compensation linkage metrics of this report. The same figures are cited verbatim so that external stakeholders may cross-verify the DART disclosure with this report.
Item | Policy / Operation |
Prevention of Conflicts of Interest | Pursuant to the Transactions with Stakeholders Control Rules, transactions between major shareholders, directors, and the Statutory Auditor and the Company are restricted in principle · In unavoidable cases, Board approval is obtained under Article 398 of the Commercial Act · Tenure of Independent (Outside) Directors limited to 6 years to secure the checking function |
Compensation Policy | Executive compensation is calculated in accordance with the Executive Compensation Rules, taking into account rank, duties, and performance · Salary monthly · Bonus once a year · Employee compensation is determined by the Personnel Committee chaired by the Co-CEO, taking into account individual performance evaluation results and the Company's labor cost payment capacity |
Cumulative Voting | Pursuant to Article 34(3) of the Articles of Incorporation, the cumulative voting system under Article 382-2 of the Commercial Act is not applied when two or more directors are appointed |
Largest Shareholder Transactions | None to date · Disclosed in the business report |
The limit approved by the General Meeting of Shareholders is set in advance by resolution of the Regular General Meeting of Shareholders, and actual payments are made within the limit through deliberation by the Personnel Committee chaired by the Co-CEO in accordance with the Executive Compensation Rules of the Board of Directors.
Fiscal Year | Classification | Number of Persons | Limit Approved by General Meeting of Shareholders | Actual Total Compensation Paid | Average per Person |
2024 | Registered executives | 5 | 2,000 | 2,072 (sum for 6 persons) | 345 |
2024 | Statutory Auditor | 1 | 300 | ||
2025 | Registered executives | 5 | 2,000 | 1,986 (sum for 6 persons) | 331 |
2025 | Statutory Auditor | 1 | 300 |
Classification | Number of Persons | Total Compensation | Average Compensation per Person |
Inside Director | 3 | 1,758 | 586 |
Independent (Outside) Director | 2 | 36 | 18 |
Statutory Auditor (Standing) | 1 | 224 | 224 |
Name | Title / Classification | Major Career | Term End |
Geun-Sik Cha | Co-CEO · Inside Director (Standing) | Ph.D., University of Michigan · Professor of Chemistry, Kwangwoon University | March 31, 2027 |
Hak-Hyun Nam | Co-CEO · Inside Director (Standing) | Ph.D., Michigan State University · Professor of Chemistry, Kwangwoon University | March 31, 2027 |
Jong-Woo Yoon | Inside Director (Standing) · Head of Planning and Management | M.A. in Economics, Sogang University · Hyosung Group Construction PG · CFO, i-SENS | March 25, 2028 |
Hong Lee | Independent (Outside) Director (Non-standing) | Professor, Department of Business Administration, Kwangwoon University · Director, Bio Integrated Care Management Research Institute, Kwangwoon University | March 27, 2026 |
Jae-Joon Yang | Independent (Outside) Director (Non-standing) | Department of Law, Seoul National University · Yulchon LLC | March 25, 2028 |
Jung-Sup Shin | Independent (Outside) Director (Non-standing) | Representative, Banban Ventures Co., Ltd. | March 25, 2029 |
Kang-Se Lee | Statutory Auditor (Standing) | i-SENS Planning and New Business · Investment Team Leader, Korea Bio Technology Investment | March 28, 2029 |
*Changes (applied after the Regular General Meeting of Shareholders for FY2025): newly appointed Independent (Outside) Director Jae-Joon Yang (2025) and newly appointed Jung-Sup Shin (2026) — the Board composition for the base year of this report (2025) is a five-member system of Geun-Sik Cha, Hak-Hyun Nam, Jong-Woo Yoon, Hong Lee, and Jae-Joon Yang. At the Regular General Meeting of Shareholders held on March 25, 2026, replacement was effected with the expiration of the term of Independent (Outside) Director Hong Lee and the new appointment of Independent (Outside) Director Jung-Sup Shin.
The ESG Council, chaired by Co-CEO Hak-Hyun Nam, is composed of C-Level executives and functional heads from R&D, sales, production, finance, and management support, and comprehensively reviews the economic, environmental, and social impacts of corporate activities and discusses and decides on major ESG issues. In operational terms, the ESG dedicated Task Force under the Ethics Management Office operates the framework of identification → analysis → evaluation → response and management of ESG risks. The Ethics Management Office reports the results of ESG risk and materiality assessments to the Board of Directors at least once a year, and the Sustainability Report is published on this basis.
Capacity building (G3-3): Reports to the ESG Council + company-wide ESG education enhance understanding of and capabilities for sustainable management. Board evaluation (G3-6): From 2027, the Company plans to evaluate the performance of the highest decision-making body for sustainable management through a Board evaluation. External assurance: independent consulting and evaluation conducted by an ESG institution (ESG Credit).
At the Board of Directors meeting on February 23, 2026, the report on the operating status and evaluation of the internal accounting control system and the ESG and compliance control evaluation report were regularly carried out. The evaluating entities are the Statutory Auditor and the Ethics Management Office; the external auditor is Samjong Accounting Firm.
Evaluation Report | Key Content |
Internal Accounting Control System Operating Evaluation | Subject of evaluation: operating status as of the end of 2025 · Evaluation criteria: Internal Accounting Control System Design and Operation Conceptual Framework + Evaluation and Reporting Model Standards · Result: Some simple deficiencies (registration and changes to the customer master) were fully remedied by the period-end · From a materiality perspective, designed and operated effectively · No significant weaknesses reported in the immediately preceding fiscal year |
ESG and Compliance Control Evaluation | Subject of evaluation: 2025 ethics and compliance operating status · Evaluation criteria: Code of Ethical Conduct · Anti-corruption Rules · Information Protection-related rules · Confidential Information Management Guidelines · Result: Some deficiencies in information security and personal information (gaps) were fully remedied by the period-end · Performance of trade secret grade evaluation and implementation status checks |