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      We are preparing for a new future with exemplary,
      sound governance and transparent decision-making processes.

      Harim has completed the transition to a holding company structure to ensure the highest standards of governance.

      This structure has allowed us to establish a clear system for transparency, independence,
      internal control, auditing modernization, and the composition and operation of our board and committees.

      Corporate Governance

      By completing the holding company structure, we have created a robust and transparent governance framework. This system is a trusted infrastructure for investors and key stakeholders. Harim upholds corporate value through a decision-making body that combines expertise and insight, supported by a strong organizational management system. Our Corporate Governance Charter is the foundation for sustainable management, ensuring we build trust with various stakeholders to grow together. Under the guidance of a board that upholds both expertise and independence, our management team is committed to responsible leadership, continuously strengthening and advancing sound corporate governance.

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      Governance Environment of Harim Holdings Co., Ltd.

      Shareholders

      *(As of December 2023)
      Shareholders Common Stock Ownership Percentage (%)
      Kim Hong-kuk 23,628,621 21.10%
      Hankook Biotech Co., Ltd. 18,696,300 16.69%
      Orpum Co., Ltd. 6,468,939 5.78%
      Oh Su-jeong 2,821,000 2.52%
      Kyungwoo Co., Ltd. 1,422,843 1.27%
      NORGES BANK 1,309,439 1.17%
      Minority Shareholders 42,914,039 38.31%
      Harim Holdings (Treasury Stock) 14,744,440 13.16%
      Total 112,005,621 100.00%
      1. Status of shareholders holding 1% or more and minority shareholders 2. Harim Holdings owns 14,744,440 treasury shares

      Voting Rights Status

      2023 (62nd) Annual General Shareholders' Meeting
      *(Unit: Shares/%)
      Agenda Voting Rights Attended Voting Results Approval Rate Voting Rights of the Largest Shareholder and Related Parties Attendance Rate Excluding the Largest Shareholder and Related Parties
      Approval Opposition/Abstention
      Agenda No. 1: Approval of the Separate Financial Statements (including Profit Appropriation Statement) and Consolidated Financial Statements for the 62nd Fiscal Year (2023) (Cash Dividend: KRW 120 per share) 58,123,498 56,907,289 1,216,209 97.91% 32,362,217 42.23%
      Agenda No. 2: Appointment of Directors
      - Agenda No. 2-1: Appointment of Inside Director (Candidate: Kim Hong-kuk) 58,123,498 55,751,635 2,371,863 95.92% 32,362,217 44.32%
      - Agenda No. 2-2: Appointment of Outside Director (Candidate: Jang Dong-gi) 58,123,498 57,228,249 895,249 98.46% 32,362,217 44.32%
      Agenda No. 3: Appointment of Audit Committee Member (Candidate: Jang Dong-gi) 18,083,143 17,186,980 896,163 95.04% 14,013,810 17.55%
      Agenda No. 4: Approval of Amendment to the Articles of Incorporation 58,123,498 57,247,977 875,521 98.49% 32,362,217 42.82%
      Agenda No. 5: Approval of Directors' Compensation Limit 58,123,498 53,248,876 4,838,622 91.68% 32,362,217 36.00%

      Dividend Information

      Category 2023 2022 2021 2020 2019
      Par Value per Share (KRW) 100 100 100 100 50
      Consolidated Net Income (million KRW) 37,053 243,982 306,307 54,731 55,592
      (Separate) Net Income (million KRW) 42,620 27,801 28,055 -39,418 1,479
      (Consolidated) Earnings Per Share (KRW) 384 2,736 4,057 725 736
      Total Cash Dividends (million KRW) 11,671 11,193 7,551 3,775 3,775
      Total Stock Dividends (million KRW) - - - - -
      (Consolidated) Dividend Payout Ratio (%) 31.5 4.6 2.5 6.9 6.8
      Cash Dividend Per Share (KRW) 120 120 100 50 50
      Stock Dividend Per Share (shares) - - - - -

      Composition Status

      *(As of December 2023)
      Category Name Gender Term of Office Expertise Major Experience
      Inside Director (CEO) Kim Hong-kuk Male 3 years
      (March 28, 2024 – March 26, 2027)      		 Overall Business Management Chairman of Harim Group (Current)
      CEO of Harim Holdings (July 2, 2018 – Present)
      Inside Director Lee Hak-lim Male 3 years
      (March 30, 2022 – March 29, 2025)      		 Management Executive Director of Harim Holdings (2012 – Present)
      CEO of Harim USA (2015 – Present)
      Inside Director Moon Kyung-min Male 3 years
      (November 18, 2022 – November 17, 2025)      		 Management Executive Director of Harim Holdings (2013 – Present)
      Executive Director of Saengmyeong Sarang Harim Foundation (2006 – 2013)
      Outside Director Jang Dong-gi Male 3 years
      (March 28, 2024 – March 26, 2027)      		 Management Outside Director of Harim Holdings (2024 – Present)
      Vice President of Shinhan Financial Group (2023 – 2023)
      Outside Director Jeon Jong-soon Female 3 years
      (March 30, 2022 – March 30, 2025)      		 Management Outside Director of Harim Holdings (2022 – Present)
      Director of Planning and Administration, Iksan City Hall (2019)
      Outside Director Yoo Gyun Male 3 years
      (November 4, 2022 – November 3, 2025)      		 Management Chair of the Entertainment and Variety Special Committee, Korea Communications Standards Commission (2004 – Present)
      Distinguished Professor, School of Media, College of Liberal Arts, Far East University (2004 – Present)
      Outside Director Kim Wan-hee Male 3 years
      (November 4, 2022 – November 3, 2025)      		 Management Professor, College of Business, Gachon University (1997 – Present)
      Chair of the Policy Evaluation Committee, Ministry of SMEs and Startups, and Korea Forest Service (2019 – 2022)

      Board Committees

      *(As of March 2024)
      Committee Purpose and Authority Composition
      Audit Committee

      1) Purpose of Establishment: The Audit Committee (hereinafter referred to as the "Committee") aims to regulate the standards for the performance of its duties and operational matters necessary for the appropriate and effective execution of audit tasks.

      2) Authority

      1. ① The Committee audits the company’s operations, accounting, and the execution of directors’ duties.


      2. ② The Committee exercises the following powers:

        1. 1. Request reports on business activities from directors and conduct investigations into the company's operations and financial status.

        2. 2. Request business reports and investigate the operations and financial status of subsidiaries.

        3. 3. Request the convening of an extraordinary general meeting of shareholders.

        4. 4. Receive expert assistance at the company’s expense.

        5. 5. Receive reports from directors.

        6. 6. Request the suspension of unlawful acts by directors.

        7. 7. Act as the company’s representative in lawsuits between directors and the company, as prescribed by the Commercial Act and other relevant laws.

        8. 8. Select a representative of the Audit Committee.

        9. 9. Approve the appointment, change, or dismissal of external auditors.

        10. 10. Present opinions on the dismissal of audit committee members.

        11. 11. Handle other matters related to company management delegated by the Board of Directors.




      		 Outside Directors: 4 members Kim Wan-hee (Chairman), Yoo Gyun, Jeon Jong-soon, Jang Dong-gi
      Internal Transactions Committee

      1) Purpose of Establishment: The Internal Transactions Committee (hereinafter referred to as the "Committee") aims to regulate matters necessary for the efficient operation of the Committee.

      2) Authority


      1. ① The Committee can deliberate on large-scale internal transactions involving related parties or for the benefit of related parties, as prescribed by the Fair Trade Act and its Enforcement Decree, if the transaction is worth 5% or more of the company's total capital or capital stock, or is over KRW 10 billion.

        1. 1. Transactions involving the provision or trading of funds such as advances or loans.

        2. 2. Transactions involving the provision or trading of securities such as stocks or corporate bonds.

        3. 3. Transactions involving the provision or trading of assets such as real estate or intangible property rights.

        4. 4. Transactions providing goods or services to affiliated companies as specified in Article 17-8 (3) of the Enforcement Decree of the Fair Trade Act.



      2. ② The Committee pre-reviews transactions involving the company's major shareholders, their related parties, or the company’s related parties, which require the Board of Directors’ approval under Article 542-9 (3) of the Commercial Act.


      		 Outside Directors: 4 members Kim Wan-hee (Chairman), Yoo Gyun, Jeon Jong-soon, Jang Dong-gi
      Outside Director Candidate Recommendation Committee

      1) Purpose of Establishment: The Outside Director Candidate Recommendation Committee (hereinafter referred to as the "Committee") aims to regulate matters necessary for the efficient operation of the Committee.

      2) Authority


      1. ① The Committee has the right to recommend outside director candidates for the general shareholders' meeting.

        However, candidates must not be disqualified under Article 542-8 (2) of the Commercial Act.

      2. ② When determining outside director candidates, the Committee must include candidates recommended in writing or electronically by shareholders who meet the requirements to exercise shareholder proposal rights under Article 542-6 (2) of the Commercial Act at least six weeks prior to the general shareholders' meeting.


      		 Outside Directors: 4 members Yoo Gyun (Chairman), Kim Wan-hee, Jeon Jong-soon, Jang Dong-gi
      Compensation Committee

      1) Purpose of Establishment: The Compensation Committee (hereinafter referred to as the "Committee") aims to regulate matters necessary for the efficient operation of the Committee.

      2) Authority


      1. ① The Committee deliberates on matters related to the remuneration structure of executives (registered and non-registered), including:
        - Criteria and amounts for salary increases, performance evaluations, performance bonus amounts, and the method of bonus distribution.


      		 Outside Directors: 4 members Jeon Jong-soon (Chairman), Kim Wan-hee, Yoo Gyun, Jang Dong-gi

      Main Activities

      2024
      Meeting Category Date of Meeting Term of Office Expertise
      -
      1 Board of Directors 2024-01-19 ■ Agenda Items
      Agenda No. 1: Approval of loan extension for Harim USA Approved
      Agenda No. 2: Approval of stock acquisition of Harim Industry Co., Ltd. Approved
      Agenda No. 3: Approval of stock acquisition of NBICORN Co., Ltd. Approved
      Agenda No. 4: Approval of new loan from Korea Securities Finance Corporation Approved
      Agenda No. 5: Approval of new loan from NongHyup Bank Approved
      2 2024-02-14 □ Reports
      Agenda No. 1-1: Report on the operational status of the Internal Accounting Management System for the 62nd fiscal year (2023)
      Agenda No. 1-2: Report on the evaluation results of the operational status of the Internal Accounting Management System for the 62nd fiscal year (2023)
      Agenda No. 2: Report on new borrowing _Woori HRJ Second Co., Ltd.
      Agenda No. 3: Report on stock acquisition of other corporations _Ever Miracle Co., Ltd.       		-
      ■ Agenda Items
      Agenda No. 1: Approval of the separate financial statements (including the profit appropriation statement) and consolidated financial statements for the 62nd fiscal year (2023) Approved
      Agenda No. 2: Approval of the cash dividend for the 62nd fiscal year (2023) Approved
      Agenda No. 3: Approval of the business report for the 62nd fiscal year (2023) Approved
      Agenda No. 4-1: Appointment of an inside director (Candidate: Kim Hong-kuk) Approved
      Agenda No. 4-2: Appointment of an outside director (Candidate: Jang Dong-gi) Approved
      Agenda No. 5: Appointment of an audit committee member (Candidate: Jang Dong-gi) Approved
      Agenda No. 6: Approval of the limit on directors’ remuneration Approved
      Agenda No. 7: Approval of the amendment to the Articles of Incorporation Approved
      Agenda No. 8: Approval of the convening and agenda of the 62nd regular general shareholders’ meeting (2023) Approved
      Agenda No. 9: Approval of loan extension _NongHyup Bank Approved
      Agenda No. 10: Approval of new borrowing _KB Harim First Co., Ltd. Approved
      Agenda No. 11: Approval of loan extension _Korea Development Bank Approved
      Agenda No. 12: Approval of loan condition change _NongHyup Bank Approved
      Agenda No. 13: Approval of payment guarantee for related parties _Harim USA Approved
      Agenda No. 14: Approval of stock acquisition of other corporations _Harim Industry Co., Ltd. Approved
      Agenda No. 15: Approval of stock acquisition of other corporations _Harim USA Approved
      3 2024-03-02 ■ Agenda Items
      Agenda No. 1: Approval of loan extension _Bank of China Approved
      Agenda No. 2: Approval of the change in payment guarantee conditions for related parties _Harim USA Approved
      Agenda No. 3: Approval of payment guarantee for related parties _Harim USA Approved
      Agenda No. 4-1: Approval of payment guarantee for related parties _Harim USA Approved
      Agenda No. 4-2: Approval of payment guarantee for related parties _Harim USA Approved
      Agenda No. 5: Approval of lease contract change _Jeil Feed Co., Ltd. Approved
      Agenda No. 6: Approval of construction contract _Dongrim Co., Ltd. Approved
      Agenda No. 7: Approval of transaction limit change for related parties in 2024 Approved
      4 2024-03-28 ■ Agenda Items
      Agenda No. 1: Appointment of CEO (Candidate: Kim Hong-kuk) Approved
      Agenda No. 2: Appointment of members to committees within the board (Candidate: Jang Dong-gi) Approved
      Agenda No. 3: Approval of payment guarantee extension for related parties _Harim USA Approved
      Agenda No. 4: Approval of new borrowing _Shinhan Bank Approved
      -
      1 Audit Committee 2024-02-14 □ Reports
      Agenda No. 1: Report on the operational status of the Internal Accounting Management System for 2023
      Agenda No. 2: Report on the results of internal audit and compliance inspection for 2023       		-
      ■ Agenda Items
      Agenda No. 1: Approval of the separate financial statements (including the profit appropriation statement) and consolidated financial statements for the 62nd fiscal year (2023) Approved
      Agenda No. 2: Approval of the audit and compliance inspection plan for Harim Holdings in 2024 Approved
      Agenda No. 3: Approval of the operation of the management audit organization Approved
      Agenda No. 4: Approval of the amendments to the Audit Committee Regulations and its enforcement rules Approved
      -
      1 Internal Transactions Committee 2024-01-19 ■ Agenda Items
      Agenda No. 1: Approval of loan extension _Harim USA Approved
      Agenda No. 2: Approval of stock acquisition of other corporations _Harim Industry Co., Ltd. Approved
      Agenda No. 3: Approval of stock acquisition of other corporations _NBICORN Co., Ltd. Approved
      2 2024-02-14 ■ Agenda Items
      Agenda No. 1: Approval of payment guarantee for related parties _Harim USA Approved
      Agenda No. 2: Approval of stock acquisition of other corporations _Harim Industry Co., Ltd. Approved
      Agenda No. 3: Approval of stock acquisition of other corporations _Harim USA Approved
      3 2024-03-02 ■ Agenda Items
      Agenda No. 1: Approval of the change in payment guarantee conditions for related parties _Harim USA Approved
      Agenda No. 2: Approval of payment guarantee for related parties _Harim USA Approved
      Agenda No. 3-1: Approval of payment guarantee for related parties _Harim USA Approved
      Agenda No. 3-2: Approval of payment guarantee for related parties _Harim USA Approved
      Agenda No. 4: Approval of lease contract change _Jeil Feed Co., Ltd. Approved
      Agenda No. 5: Approval of construction contract _Dongrim Co., Ltd. Approved
      Agenda No. 6: Approval of transaction limit change for related parties in 2024 Approved
      4 2024-03-28 ■ Agenda Items
      Agenda No. 1: Approval of payment guarantee extension for related parties _Harim USA Approved
      -
      1 Outside Director Candidate Recommendation Committee 2024-02-14 ■ Agenda Items
      Agenda No. 1: Recommendation of outside director candidates Approved
      2 2024-03-07 ■ Agenda Items
      Agenda No. 1: Appointment of the Chairman of the Outside Director Candidate Recommendation Committee Approved
      -
      - Compensation Committee - - -

      Evaluation Results of Corporate Governance Rating by Korea Corporate Governance Service (KCGS)

      *(As of December 2023)
      Evaluation Year 2024 2023 2022 2021 2020 2019
      Rating B+ B+ C B+ B+ B