Daum

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Inside director

Name/Board Position	Job Title	ProFessional & Education Background
Sehoon Choi Representative Director	Chief Executive Officer (CEO) Chairman of the Board Member, Compensation Committee Member, Nominating and Corporate Governance Committee	Chairman of the Board, Daum Communications Corp CEO, Daum Direct Auto Insurance CFO, Daum Communications Corp. CFO, Lycos Korea Senior Executive, ING Barings MBA, The Wharton School (University of Pennsylvania)
Hyunyoung Kim Director	Chief Business Officer	(Incumbent) CBO, Daum Communications, Corp Head of Planning & Biz Development Division, Daum Communications, Corp. Head of e-Marketing Division, Daum Communications, Corp. MBA, MIT Sloan School of Management

Outside director

Name/Board Position	Job Title	ProFessional & Education Background
All directors are covered by Directors & Officers Liability Insurance
Peter Jackson Director	Chair Audit Committee Member, Compensation Committee	(Incumbent) CEO, Asia Satellite Telecommunications General Manager, British Virgin Islands Business, Cable & Wireless Regional Director, Asia Pacific of Cable & Wireless
Jinwoo kim Director	Chair, Compensation Committee Member Nominating and Corporate Governance Committee	(Incumbent) Professor of Business Administration, Yonsei University (Incumbent) Invited Executive, SBSi PhD, Carnegie Mellon University
Bonchun Koo Director	Member, Audit Committee Chair, Nominating and Corporate Governance Committee	(Incumbent) CEO, LG Venture Investment, Inc. Consultant, McKinsey & Company PhD in Economics, Cornell University
Su Jung Hahn Director	Member, Audit Committee	(Incumbent) Vice President of Asia-Pacific Division of EA & Country Manager of EA Korea Managing Director, Sony Music Entertainment Korea MBA, Harvard Business School

Board Regulations

• 1. Authority
  • (1)The Board shall make resolutions over (i) such matters that are specified in the laws and regulations or the AOI; (ii) such matters delegated and authorized by the General Meeting of Shareholders and (iii) other important matters concerning fundamental management policy and business operations of the Company.
  • (2)The Board shall supervise each director's performance of duties.
• 2. Composition
  • (1)The Company shall have no more than Six (6) directors.
  • (2)The Board shall be composed solely of the directors of the Company (including outside directors and non-standing directors).
  • (3)The term of office of the directors shall not be more than three (3) years as determined by the resolution of the Board of Directors.
  • (4)The Chairman of the Board of Directors shall be appointed by the Board of Directors. In the event that such Chairman is unable to perform his/her duties due to inevitable circumstances, such duties shall be performed by the Representative Director. If the Representative Director is also unable to perform his/her duties due to inevitable circumstances, the Board of Directors may appoint a temporary Chairman.
• 3. Person Authorized to Convene Meetings
  • (1)Meetings of the Board shall be convened by the Chairman of the Board of Directors.
  • (2)Each director may request the Chairman of the Board of Directors to convene the Board meeting by specifying the agenda of the meeting and the reasons therefore. If the Chairman of the Board of Directors fails to convene such meeting without any justifiable reason or due to extreme hardship to convene such meeting, the director who made the request to convene a meeting may convene the meeting.
  • (3)Notice of meeting shall be sent to each director one (1) week prior to the date set for such meeting.
  • (4)Notwithstanding the foregoing, with the unanimous consent of all the directors of the Board to waive the procedure mentioned in Paragraph (1) above, the meeting of the Board may be held at any time.
• 4. Method of Resolution
  • (1)Resolutions of the Board meeting shall require the presence of a majority of the directors on the Board and the affirmative votes of a majority of the directors present; provided, however, that such resolution quorum may be increased in respect of certain matters set forth in the AOI.
  • (2)Any director who has a special interest in the matter subject to resolution by the Board may not exercise his vote on such matter pursuant to the AOI.
  • (3)The number of directors who are prohibited from voting under Paragraph (2) above shall not be included in calculating the number of the directors present.
• 5. Matters that require a resolution of the meetings of the Board are as follows:
  • (1)Matters concerning General Meeting of Shareholders
  • (2)Matters concerning management of the Company
  • (3)Matters concerning financial standing of the Company
  • (4)Matters concerning Directors
  • (5)Others
• 6. Committees under the Board
  • (1)The Board may establish various committees within the Board, as set forth in the AOI, in order to facilitate expeditious and efficient decision-making.
• 7. Minutes
  • (1)Minutes shall be kept with respect to the Board meetings.
  • (2)Agenda and proceedings of and results of the Board meetings and the name of the persons who disapproved the agenda and the reasons therefor, shall be recorded in the minutes as set forth in the AOI, which shall bear the names and seals or signatures of the directors present at such meeting.