Appointment and Composition of the Board of Directors

The Board of Directors determines the Company’s management objectives and strategies and performs the role of effectively supervising management in order to support the Company’s growth and enhance stakeholder rights and interests. To effectively fulfill these responsibilities, the Board is composed and operated transparently in accordance with applicable laws and procedures.
The Board consists of directors appointed at the General Meeting of Shareholders in accordance with the Korean Commercial Act and the Articles of Incorporation. As of the end of March 2026, the Board is composed of seven members, including four non-executive directors and three independent directors.
When appointing directors, detailed information regarding the candidates is provided through the notice of the General Meeting of Shareholders and the electronic voting system, and the final appointment is determined upon approval at the General Meeting of Shareholders. In accordance with Article 363 of the Korean Commercial Act and Article 21 of the Classys Articles of Incorporation, notice of the General Meeting of Shareholders, including the date, venue, and agenda items, is provided to shareholders in writing or electronically at least two weeks prior to the meeting. In particular, when the appointment of directors is included as an agenda item, information regarding the candidates, including their names and professional backgrounds, is also disclosed.
Director candidates are recommended through various channels, including shareholders and stakeholders. The evaluation and selection criteria for candidates comprehensively consider the diversity and expertise of the Board, as well as the Company’s strategic direction. Specific factors such as race, nationality, gender, region of origin, and religion are not predetermined, while particular emphasis is placed on whether candidates can exercise independent judgment. Based on the evaluation process, candidates who share the Company’s vision and management philosophy and who can contribute constructive direction for future growth are selected and recommended.
In particular, for the appointment of independent directors, the Director Nomination Committee reviews and recommends candidates to ensure a more objective evaluation process. The criteria for selecting independent director candidates are reviewed annually by the Director Nomination Committee 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

Independent Directors Council

Introduction

To strengthen the independence of independent directors in supervising and supporting executive management, Classys operates an Independent Directors Council consisting of all independent directors. Its composition, made up solely of independent directors and excluding management, ensures free and objective discussions within the council and promotes the company’s growth and shareholder rights.

As decided by the independent directors, Park, Jun Hong, an independent director who had previously served as the head of a global pharmaceutical and healthcare subsidiary, was appointed to lead the Independent Directors Council in 2023. The council collects opinions from independent directors and communicates them to the Board and/or management. Additionally, Classys supports the operation of the council by providing all necessary resources and, if needed, covering the costs of external consulting experts.

Members

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

Activities

Compensation Committee

Introduction

Classys operates a Compensation Committee under the Board of Directors to ensure objectivity and fairness in executive compensation. The committee is chaired by an independent director and is primarily composed of non-executive directors, thereby maintaining independence from executive management.
Compensation packages for executive officers are determined through prior review and deliberation by the Compensation Committee. The committee focuses on assessing whether the compensation structure is effectively aligned with the Company’s mid- to long-term strategies and management objectives, while appropriately reflecting the interests of stakeholders, including shareholders. In addition, the committee seeks to maintain external competitiveness in compensation levels while ensuring transparency in its operations.

Members

Activities

Nomination Committee

Introduction

Classys operates a Director Nomination Committee to ensure fairness in the recommendation and appointment process for independent directors. Independent directors are appointed from among candidates recommended following the committee’s review and evaluation process.

Candidates for independent director positions must not only satisfy all qualification requirements under applicable laws and the Articles of Incorporation, but also maintain no material interests with Classys and be capable of carrying out management decision-making and oversight functions from an independent position. Among candidates who meet these requirements, the Director Nomination Committee selects individuals with extensive expertise and experience in areas such as the medical device industry, healthcare and beauty, accounting and finance, sales and marketing, diversity, and M&A. In particular, the committee gives priority to candidates who can exercise independent judgment from diverse perspectives without limitation based on race, nationality, gender, region of origin, religion, or professional background.

In addition, to allow shareholders sufficient time for prior review, information regarding candidates — including their key professional experience, relationship with the Company, and reasons for recommendation — is provided at least two weeks prior to the General Meeting of Shareholders.

Members

Activities

Introduction

Audit Committee members are ultimately appointed at the General Meeting of Shareholders, taking into consideration factors such as legal requirements and independence. The Audit Committee is composed of professionals with expertise in accounting, finance, and industry-related fields, and members who are free from conflicts of interest with the Company and management so that they can oversee management from an independent position.
The Audit Committee reviews matters including audits of key management activities such as accounting and finance, evaluation of the effectiveness of the internal control over financial reporting system, assessment of internal monitoring systems, deliberation on agenda items for the General Meeting of Shareholders, and other matters prescribed in the Articles of Incorporation. The committee also audits the execution of duties by directors and management to support reasonable decision-making. The Audit Committee holds regular meetings to review matters related to internal accounting management and internal audit results, and maintains periodic communication with the external auditor.
Classys provides the Audit Committee with management data and materials necessary for the performance of its duties and shares information on major internal issues on an ongoing basis to ensure sufficient review. In addition, the Company conducts regular training programs to enhance the committee’s understanding of management activities and strengthen its audit expertise.

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.