Appointment and Composition of the Board of Directors

The board of directors (BOD) is responsible for determining the company’s management objectives and strategies, as well as effectively supervising management to promote growth and protect stakeholders’ interests. To fulfill these functions effectively, the BOD is organized and operated with transparency in accordance with all legal procedures. The BOD consists of directors appointed by the GSM in accordance with the Korean Commercial Act and Classys’ Articles of Incorporation. As of the end of March 2025, the BOD comprised eight directors: one executive director, four non-executive directors, and three outside directors. Information on director candidates is disclosed in detail in the notice of convocation and the electronic voting system, with final appointments confirmed at the GSM. In accordance with Article 363 of the Commercial Act and Article 21 of the Articles of Incorporation, shareholders are notified at least two weeks prior to the meeting by written or electronic notice, specifying the date, location, and agenda. When the appointment of directors is included on the agenda, candidate names, backgrounds, and relevant information are provided. Director candidates are recommended from various channels, including shareholders and stakeholders. Evaluation and selection criteria comprehensively consider diversity, expertise, and alignment with the company’s direction. Factors such as race, nationality, gender, place of origin, or religion are not limiting. Rather, independence of judgment is a key criterion. Candidates who share the company’s vision and management philosophy and can provide meaningful insights are selected. For independent directors, candidates undergo additional review and recommendation by the Nomination Committee to ensure objectivity. The committee also reviews selection criteria annually to ensure appropriateness and continuous improvement.

Careers and Term

* The above appointment date reflects the initial appointment date, even if reappointed.

Board Skill Matrix

*●: Chair
** Certified public accountant

Activities

Outside Directors Council

Introduction

To strengthen the independence of outside directors in supervising and supporting executive management, Classys operates an Outside Directors Council consisting of all our outside directors. Its composition is made up solely of outside directors, excluding management, ensures free and objective discussions within the council, and promotes the company’s growth and shareholder rights.
As decided by the outside directors, Park Jun-hong, an outside director who had previously served as the head of a global pharmaceutical and healthcare subsidiary, was appointed to lead the Outside Directors Council in 2023. The council collects opinions from outside directors and communicates them to the board and/or management. Additionally, Classys supports the operation of the council by providing all the necessary resources and, if needed, covers the costs of any consulting experts.

Members

* The above appointment date reflects the initial appointment date, even if reappointed.

Activities

Compensation Committee

Introduction

Classys is committed to ensuring objectivity and fairness in decisions regarding the compensation of executive directors. To that end, we have established a Compensation Committee composed exclusively of directors who have no personal or professional ties to the executive directors. This committee is tasked with aligning the executive compensation package with the company’s long-term goals and interests.
The Compensation Committee employs a holistic approach in evaluating compensation packages. This includes consideration of both short-term and long-term goals as well as a blend of financial and non-financial indicators. It conducts regular reviews and evaluations to check if compensations are appropriately made, considering both financial indicators—business performance, profitability, and stock performance—and non-financial indicators—sustainable management factors and productivity. This comprehensive evaluation guarantees that compensation for executive directors is in line with the company’s strategy and performance in both financial and non-financial areas.
Additionally, the committee reviews the balance between financial and non-financial incentives. Financial incentives include short-term performance-based bonuses and long-term performance-based rewards such as stock options, which are directly linked to pre-defined performance goals and the company’s long-term growth. Non-financial incentives include recognition of leadership, supportive work environments promoting innovation, and career growth.
The Compensation Committee and the BoD actively discuss evaluating and adjusting the compensation structure as needed. Through this approach, Classys aligns the interests of executive directors with those of the company, thus promoting sustainable long-term value creation.

Members

Activities

Nomination Committee

Introduction

Classys’ Nomination Committee reviews and evaluates candidates for outside director positions. Candidates must meet the qualifications required by relevant laws and the company’s articles of incorporation, have no significant conflicts of interest with Classys, and be able to make independent management decisions and supervise management effectively. The committee selects candidates with extensive knowledge and experience in areas such as the medical device industry, healthcare and beauty, accounting and finance, sales and marketing, diversity, and M&A. It prioritizes candidates who can independently make assessments from diverse perspectives, regardless of their race, nationality, gender, region of origin, religion, or professional background.
To ensure fairness in the recommendation and appointment process of outside directors, Classys provides detailed information about candidates, including their key career achievements, relationship with the company, and reasons for the recommendation, through a shareholders’ meeting notice and reference materials.

Members

Activities

Introduction

Members of the Audit Committee are appointed at the general shareholders’ meeting, with due consideration given to legal requirements and independence. The Audit Committee is composed of individuals with expertise in accounting, finance, and relevant industry knowledge, and who are free from any material interests with the company or its management, thereby ensuring independence in their supervisory role.
The committee reviews and oversees key management activities, including financial audits and evaluations of the internal accounting control system. It also monitors the operation of internal control mechanisms and deliberates on matters submitted to the general shareholders’ meeting, as well as other duties specified in the Articles of Incorporation. The Audit Committee discusses agenda items such as internal accounting controls and internal audit results, maintaining regular communication with external auditors.
Classys provides the Audit Committee with the necessary management data to perform its duties and regularly shares updates on key corporate matters to support the committee’s oversight. To enhance members’ understanding of the business and maintain their auditing expertise, the company also conducts regular training sessions.

Members

* The above appointment date reflects the initial appointment date, even if reappointed.

Activities

Policies to ensure independence and expertise when appointing external auditor

For the appointment of an external auditor, the Audit Committee reviews proposals of firms and assesses candidates and approves the agenda item to appoint an external in accordance with the Act on External Audit of Stock Companies and a regulation regarding the appointment of an external auditor. Based on the approval of the Audit Committee, an external auditing contract is signed with external auditors. The Company consults with external auditors to determine the audit time, capacity, fees, and plan, ensuring the auditor’s independence. Also, the Audit Committee evaluates after the conclusion of the external audit whether the external auditor has fulfilled its duties and whether the content and frequency of communications were appropriate.

Status of External Auditor Appointment

In accordance with Article 12① of the Act on External Audit of Stock Companies and Article 18① of its Enforcement Decree, Classys has entered into a three-year external audit contract with Ernst & Young Hanyoung for the fiscal years 2025 through 2027.

Status of Non-Audit Services with the External Auditor

Classys has not entered into any non-audit service agreements with Ernst & Young Hanyoung, its external auditor. In the event that such an agreement is considered, the company evaluates whether the engagement may impair the auditor’s independence or audit quality and proceeds only after obtaining approval from the Audit Committee.

CLASSYS Anti-Corruption Policy

CLASSYS, which strives to become a global company based on creative and challenge spirit for its management philosophy of "Respect for Human Life" and "Value Creation" hereby declares an anti-corruption policy to prevent corruption in order to strengthen compliance management. All employees must be fully aware of and comply with the anti-corruption policy.

1. 1. All corrupt practices including bribery are prohibited.

1. 1. All employees must strictly comply with all laws and internal regulations to prevent corruption.

1. 1. All perceived acts of corruption and potential for corruption shall be informed withou delay.

1. 1. All shall maintain and enhance personal dignity and company’s honor by practicing anti-corruption policies.

To prevent corruption, CLASSYS will strive to ahieve “Anti-Corruption Management Goals” by implementing “Anti-Corruption Policy” on all employees, under the direction of “Compliance Officer” who has independent authority to prevent corruption. CLASSYS will also do its best to continuously improve the anti-corruption management system. CEO of CLASSYS SH Beak

We would like to express our sincere gratitude to all of our partners for their various forms of cooperation. This ‘Partner Compliance’ program is designed to foster a mutually beneficial compliance partnership with your company.

Agreement on Classys Compliance Code of Conduct (English)
We/I pledge to abide by the following regarding Classys Compliance Code of Conduct and responsibilities in relation to transactions with CLASSYS.
1. We/I promise not to violate the relevant laws and regulations in conducting transactions with CLASSYS especially following laws.
– Bribery and anti-corruption laws
– Anti-money laundering and anti-terrorist financing
– Competition laws
– Global foreign trade laws and economic sanctions
2. We/I comply with the Classys Business Partner Code of Conduct.
3. In the event of an unethical act, we/I will accept any disadvantages such as termination of the contract or suspension of transactions, and we/I will not raise any civil or criminal objections in relation to your company’s disadvantageous disposition.
Classys Business Partner Code of Conduct
– We/I respect for human rights.
– We/I comply with healthy and safety laws.
– We/I comply with environmental laws.
– We/I with anti-corruption laws, anti-money laundering and terrorist financing laws, competition laws and global trade sanctions laws.
– Partners must not disclose or improperly use confidential information obtained from transactions with the CLASSYS and must comply with laws related to personal information protection.
– Partners are responsible for marketing, quality, and safety of product.