LOTTE Corp. pledges to uphold transparent management practices
to ensure mutual growth with its shareholders.
In tandem with the policy of ‘Transparent Management,’ LOTTE corporation is striving to promote corporate value while maximizing stakeholder profits. The LOTTE corporation Board of Directors currently deliberates on several key details involving those regulated by ordinances and articles of association, those delegated by the general meeting of shareholders and those pertaining to corporate governance fundamental policy and executive operations amid overseeing the operations of the executive staff.
LOTTE corporation Board of Directors is comprised of a total of seven members: three executive & four non-executive Directors
|Executive Directors||Non-executive Directors|
|Chairman||Dong-Bin Shin, Kag-Gyu Hwang||-|
|Audit Committee||-||Youn-Ho Lee,
|Non-executive Director Candidate Nomination Committee||Kag-Gyu Hwang||Youn-Ho Lee(Chairman),
|Transparent Management Committee||Bong-Chul Lee||Su-Keun Kwak,
The trade name of this company shall be LOTTE CORPORATION (the “Company”).Article 2 (Purposes)
The purposes of the Company are to engage in the following business activities:
Public notices of the Company shall be posted on the Company’s Internet website (http://www.lotte.co.kr); provided, however, that if it is impossible to post public notices on the Company’s Internet website due to a technical error or another unavoidable reason, public notices shall be posted in The Korea Economic Daily, a daily newspaper of general circulation in Seoul.
The number of total authorized shares to be issued by the Company shall be 500,000,000 shares.Article 6 (Par Value per Share)
The par value per share to be issued by the Company shall be KRW 200.Article 7 (Classes of Shares)
The classes of the shares to be issued by the Company shall be common shares in a registered form and preferred shares in a registered form.Article 7-2 (Number and Terms of Class 1 Preferred Shares)
The share certificates of the Company shall be issued in the following eight (8) denominations: one (1), five (5), ten (10), fifty (50), one hundred (100), five hundred (500), one thousand (1,000) and ten thousand (10,000) shares.Article 9 (Issuance and Allotment of Shares)
If the Company issues new shares as a result of capital increase with or without payment for the shares or as stock dividend, for the purpose of calculating the accrual of dividends on the new shares, such new shares may be deemed to have been issued at the end of the fiscal year immediately preceding the fiscal year during which such new shares are issued by a resolution of the Board of Directors.Article 12 (Transfer Agent)
The provisions of Articles 12 and 13 shall apply mutatis mutandis to the issuance of bonds.
The General Meeting of Shareholders shall be held at the place where the head office is located or any other places adjacent thereto as necessary.Article 23 (Chairman of the General Meeting of Shareholders)
Each shareholder shall have one (1) vote for each share.Article 26 (Limitation on Voting Rights of Cross-Held Shares)
In the event the Company, its subsidiary or the Company and its subsidiary together hold shares that are in excess of one-tenth (1/10) of the number of the total issued and outstanding shares of another company, the shares of the Company held by such other company shall not have voting rights.Article 27 (Exercise of Voting Rights in Disunity)
Except as otherwise provided in the applicable laws and regulations, all resolutions of the General Meeting of Shareholders shall be adopted by the affirmative vote of a majority of the shareholders present; provided, however, that such affirmative votes shall, in any event, represent not less than one-fourth (1/4) of the number of the total issued and outstanding shares.Article 30 (Minutes of the General Meetings of Shareholders)
The course of proceedings of the General Meeting of Shareholders and the results thereof shall be recorded in minutes, which shall be either affixed with the names and seals of or signed by the Chairman and the directors present at the meeting and be kept at the principal office and branches of the Company.
The term of office of directors shall be determined by the General Meeting of Shareholders up to three (3) years; provided, however, that if such term of office expires prior to the Ordinary General Meeting of Shareholders that is convened in respect of the immediately preceding fiscal year, such term of office shall be extended until the close of such meeting.Article 34 (By-election of Directors)
Any vacancy in the office of directors shall be filled at the General Meeting of Shareholders; provided, however, that the foregoing provision shall not apply if the number of remaining directors satisfies the requirement set forth in Article 31 and such vacancy does not cause any difficulties in performance of duties.Article 35 (Election of Representative Director, Etc.)
The Company may appoint the Representative Director among the directors of the Company by a resolution of the Board of Directors.Article 36 (Duties of Directors)
Upon discovery of anything that could cause significant damage to the Company, such director shall promptly report it to the Audit Committee.Article 38 (Composition and Convening of the Meeting of Board of Directors)
Decision on the matters requiring a resolution of the Board of Directors may be delegated to the Representative Director or a committee, except for those required by the laws and regulations or these Articles of Incorporation.Article 41 (Method of Resolution of the Board of Directors)
The fiscal year of the Company shall begin on January 1 and end on December 31 of each year.Article 45 (Preparation and Maintenance of Financial Statements and Business Reports)
The Company shall dispose of the unappropriated retained earnings of each fiscal year as follows:
These Articles of Incorporation shall become effective when the spin-off and split-merger takes effect pursuant to the Spin-off Plan dated April 26, 2017 and the Split-Merger Agreement by and among the Company, Lotte Shopping Co., Ltd., Lotte Chilsung Beverage Co., Ltd. and Lotte Foods Co., Ltd.Article 2 (Appointment of Directors, Representative Director and Audit Committee Members, Etc. in the Course of Split-Merger)
Notwithstanding Article 32, Paragraph (1) and Article 35, Paragraph (1) of these Articles of Incorporation, the directors (including outside directors), Representative Director and Audit Committee members included in the Split-Merger Agreement entered into by and among the Company, Lotte Shopping Co., Ltd., Lotte Chilsung Beverage Co., Ltd. and Lotte Foods Co., Ltd., through the approval of the General Meeting of Shareholders pursuant thereto, shall be appointed as the directors (including outside directors), Representative Director and Audit Committee members of the Company without any separate procedures such as approval of the Board of Directors or the General Meeting of Shareholders or recommendation of the Outside Director Candidate Recommendation Committee, and their terms of office shall commence on the effective date of the split-merger.
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