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Board Composition Policy

As the highest decision-making body of SANIL ELECTRIC, the Board of Directors operates in accordance with codified Board Regulations that govern all operational matters. By involving members with diverse professional expertise, the Board facilitates sound managerial decision-making, while strengthening its oversight function over executive management through a majority of verified independent directors.

Governance Chart

Board of Directors Composition

Category	Position	Name	Date of Appointment	Term (Years)	Responsibilities / Key Roles	Committee Membership	Key Experience & Qualifications
Executive Director	CEO	Park Dong-seok	Mar 25, 2026 (First Appointed: Mar 27, 2002)	3	Co-CEO & Chairman of the Board	-	Present: Co-Representative Director, SANIL ELECTRIC Co., Ltd. Education: M.S. in Electrical Engineering, Korea University Graduate School
Executive Director	CEO	Han Ik-hee	Mar 25, 2026 (First Appointed: Mar 24, 2023)	3	Co-CEO	Independent Director Nomination Committee, ESG Committee	Present: Co-Representative Director, SANIL ELECTRIC Co., Ltd. Former: Head of Sales Division, Electro Electric Systems, HD Hyundai Heavy Industries Education: B.A. in International Trade, Chonnam National University
Executive Director	Executive Vice President	Lee Jeong-su	Mar 25, 2026	3	Head of Manufacturing Division	-	Present: Head of Manufacturing Division, SANIL ELECTRIC Co., Ltd. Former: Head of Power Transformer Design & Production Division / Chief Safety Officer (CSO), HD Hyundai Electric
Independent Director	Director	Kim Young-ik	Mar 25, 2026 (First Appointed: Mar 24, 2023)	3	Independent Director	Independent Director Nomination Committee, Transparent Management Committee, ESG Committee	Present: Independent Director, SANIL ELECTRIC Co., Ltd. Present: Adjunct Professor, Graduate School of Economics, Sogang University Former: Independent Director, LX Hausys Education: Ph.D. in Economics, Sogang University Graduate School of Economics
Independent Director	Director	Kim Hyun-cheol	Jan 24, 2024	3	Independent Director	Independent Director Nomination Committee, Transparent Management Committee, ESG Committee	Present: Independent Director, SANIL ELECTRIC Co., Ltd. Present: Independent Director, GI Innovation Inc. Former: Independent Director, G-Flies Life Science Inc. Education: B.A. in Economics, Kyungpook National University
Independent Director	Director	Jo Won-mo	Jul 30, 2024	3	Independent Director	Transparent Management Committee	Present: Adjunct Professor (Industry-Academic Cooperation), Suwon University Former: Managing Director, HP Printing Korea Education: M.S. in Mechanical Engineering, Hanyang University

Directors are appointed by resolution of the shareholders at the General Meeting of Shareholders. Candidates for Executive Directors are nominated by the Board of Directors,
while candidates for Independent Directors are nominated by the Independent Director Nomination Committee.
The term of office for directors is three years, and they may be re-appointed through the General Meeting of Shareholders upon expiration of their term.
The Company strives to compose the Board of Directors with consideration for diversity, including gender, race, place of origin, and nationality.

Board Skills Matrix

Category / Skill	Park Dong-seok (Executive Director)	Han Ik-hee (Executive Director)	Lee Jeong-su (Executive Director)	Kim Young-ik (Independent Director)	Kim Hyun-cheol (Independent Director)	Jo Won-mo (Independent Director)
Management & Leadership	O	O	-	-	-	-
HR & Talent Management	-	O	-	-	-	-
Technology & R&D	O	-	O	-	-	O
Finance & Accounting	-	-	-	O	O	-
Health, Safety & Environment (HSE)	-	-	O	-	-	-
Industry Experience	O	O	O	-	-	O

Board Operation

2025

Meeting No.	Date	Key Agenda Items	Approval Status	Executive Director		Independent Director
				Park Dong-seok (Attendance: 100%)	Han Ik-hee (Attendance: 100%)	Kim Young-ik (Attendance: 100%)	Kim Hyun-cheol (Attendance: 100%)	Jo Won-mo (Attendance: 100%)
				Voting Record
1	2025.01.02	1) Establishment of a new entity to promote the energy business	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
2	2025.01.03	1) Concurrent position of Representative Director at another entity	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
3	2025.01.21	1) Advance payment for establishment expenses of a new entity 2) Lease agreement for the Ansan Head Office plant	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
4	2025.01.21	1) Additional modification of currency credit line limit	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
5	2025.01.22	1) Establishment of a new entity to promote the energy business (Scheduled establishment date, head office address change)	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
6	2025.02.03	1) Purchase of resort facility membership for executive and employee welfare	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
7	2025.02.13	1) Approval of the 31st Financial Statements (including Statement of Retained Earnings) 2) Approval of Business Report	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
8	2025.03.12	1) Report on operation status of Internal Accounting Control System by CEO & Internal Accounting Manager 2) Evaluation report on Internal Accounting Control System by Auditor	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
9	2025.03.13	1) Convening of the 31st Annual General Meeting of Shareholders 2) Partial amendment to Articles of Incorporation 3) Approval of remuneration limit for Directors 4) Approval of remuneration limit for Auditor	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
10	2025.04.21	1) Execution of subsidiary equity purchase agreement	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
11	2025.04.29	1) Purchase of private equity investment trust fund for professional financial consumers	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
12	2025.04.29	1) Determination of remuneration for Independent Directors and Auditors	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
13	2025.05.02	1) Appointment of Representative Director 2) Appointment of Joint Representative Director	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
14	2025.05.26	1) Determination of remuneration limit for unregistered executives of Sanil Electric in 2025	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
15	2025.05.26	1) Determination of remuneration for Executive Directors in 2025	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
16	2025.08.29	1) Approval of partial amendment to Articles of Incorporation of Sanil Energy 2) Approval of Director appointment for Sanil Energy (formerly Sanil Partners)	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
17	2025.09.26	1) Equity investment in Sanil Partners and acquisition of investment securities	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
18	2025.11.07	1) Increase in local currency payment guarantee limit and exemption of derivatives payment guarantee regarding borrowings	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
19	2025.11.25	1) Capital contribution to private equity investment partnership	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
20	2025.12.12	1) Public notice of record date for determining voting rights for Annual General Meeting of Shareholders	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
21	2025.12.23	1) Filing of lawsuit to resolve international trade dispute (demand for performance of raw material supply contract)	Approved	In Favor	In Favor	In Favor	In Favor	In Favor

2024

Meeting No.	Date	Key Agenda Items	Approval Status	Executive Director		Independent Director
				Park Dong-seok (Attendance: 100%)	Han Ik-hee (Attendance: 100%)	Kim Young-ik (Attendance: 100%)	Kim Hyun-cheol (Attendance: 100%)	Jo Won-mo (Attendance: 100%)
				Voting Record
1	2024.01.02	1) Determination of remuneration for registered executives in 2024	Approved	In Favor	In Favor	In Favor	-	-
2	2024.01.08	1) Appointment of transfer agent 2) Convening of Extraordinary General Meeting of Shareholders > Item 1: Amendment to Articles of Incorporation > Item 2: Stock split (Par value division) > Item 3: Issuance of new shares via capitalization of reserves > Item 4: Conversion of Auditor Nam Jun-hyun to Standing Auditor > Item 5: Amendment to Executive Severance Pay Regulations	Approved	In Favor	In Favor	In Favor	-	-
3	2024.01.09	1) Establishment of branch office	Approved	In Favor	In Favor	In Favor	-	-
4	2024.01.19	1) Foreign currency payment guarantee	Approved	In Favor	In Favor	In Favor	-	-
5	2024.01.23	1) Convening of Extraordinary General Meeting of Shareholders > Item 1: Amendment to Articles of Incorporation > Item 2: Appointment of Independent Directors 2) Establishment of Transparent Management Committee 3) Enactment of Transparent Management Committee Regulations	Approved	In Favor	In Favor	In Favor	-	-
6	2024.01.25	1) Determination of remuneration for newly appointed registered executives in 2024	Approved	In Favor	In Favor	In Favor	In Favor	-
7	2024.01.26	1) Appointment of Transparent Management Committee members	Approved	In Favor	In Favor	In Favor	In Favor	-
8	2024.02.01	1) Enactment of Internal Accounting Control Regulations 2) Enactment of Audit Duty Regulations	Approved	In Favor	In Favor	In Favor	In Favor	-
9	2024.02.15	1) Approval of Financial Statements 2) Approval of Business Report	Approved	In Favor	In Favor	In Favor	In Favor	-
10	2024.03.14	1) Convening of Annual General Meeting of Shareholders > Item 1: Approval of the 30th Financial Statements > Item 2: Approval of Director remuneration limit > Item 3: Approval of Auditor remuneration limit 2) Initial Public Offering (IPO) on Korea Exchange Securities Market (KOSPI)	Approved	In Favor	In Favor	In Favor	In Favor	-
11	2024.03.19	1) Increase in new local currency payment guarantee limit and exemption of derivatives payment guarantee	Approved	In Favor	In Favor	In Favor	In Favor	-
12	2024.03.28	1) Foreign currency payment guarantee	Approved	In Favor	In Favor	In Favor	In Favor	-
13	2024.05.16	1) Foreign currency payment guarantee	Approved	In Favor	In Favor	In Favor	In Favor	-
14	2024.06.03	1) Establishment of ESG Committee 2) Enactment of ESG Committee Regulations 3) Appointment of ESG Committee members	Approved	In Favor	In Favor	In Favor	In Favor	-
15	2024.06.12	1) Joining and capital contribution to Korea Electrical Energy Industry Cooperative	Approved	In Favor	In Favor	In Favor	In Favor	-
16	2024.06.13	1) Convening of Extraordinary General Meeting of Shareholders > Item 1: Appointment of Independent Directors > Item 2: Extension of Stock Option exercise period	Approved	In Favor	In Favor	In Favor	In Favor	-
17	2024.06.14	1) Amendment to Transparent Management Committee Regulations	Approved	In Favor	In Favor	In Favor	In Favor	-
18	2024.06.14	1) Establishment of Independent Director Candidate Recommendation Committee 2) Enactment of Independent Director Candidate Recommendation Committee Regulations 3) Appointment of Independent Director Candidate Recommendation Committee members 4) Appointment of Inaugural Chair of Independent Director Candidate Recommendation Committee	Approved	In Favor	In Favor	In Favor	In Favor	-
19	2024.06.20	1) Approval of new share issuance and secondary offering for listing on Korea Exchange Securities Market	Approved	In Favor	In Favor	In Favor	In Favor	-
20	2024.07.17	1) Resolution to modify new share issuance for listing on Korea Exchange Securities Market	Approved	In Favor	In Favor	In Favor	In Favor	-
21	2024.07.23	1) Underwriting group fee and performance fee payment	Approved	In Favor	In Favor	In Favor	In Favor	-
22	2024.08.07	1) Filing of lawsuit to resolve international trade dispute	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
23	2024.08.23	1) Appointment of Transparent Management Committee members 2) Capital investment in Special Purpose Company (SPC) and execution of investment agreement	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
24	2024.12.16	1) Public notice of record date for determining voting rights for Annual General Meeting of Shareholders 2) Setting and public notice of record date for cash dividend	Approved	In Favor	In Favor	In Favor	In Favor	In Favor
25	2024.12.27	1) Approval of transactions with interested parties and resolution on transaction limit amount	Approved	In Favor	In Favor	In Favor	In Favor	In Favor

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Corporate Governance

SANIL ELECTRIC aims to be a global leader that enhances energy efficiency for humanity and fulfills its corporate social responsibility, driven by innovative technology.