Board of Directors / Committee within Board of Directors

Lotte Shopping which has been listed public in Korea Stock Exchange in February 2006,
strives to establish top level corporate governance transparency.
The Board of Directors is currently composed of nine directors including five independent directors.
Also, Lotte Shopping operates 5 committees including Audit Committee,
Independent Director Candidate Nomination Committee, Transparent Management Committee, Remuneration Committee, and ESG Committee.

Committees

Committee status table

Name	Composition	Affiliated directors	Appointment date	Office term
Audit Committee	3 or more members (At least two-thirds are outside directors)	Doseong Kim	March 23, 2021	2 years
		Yongdae Kim	March 23, 2022	2 years
		Suok Sim	March 23, 2022	2 years
Independent Director Candidate Nomination Committee	2 or more members (At least one-half are outside directors)	Hojoo Chang	March 23, 2022	2 years
		Miyoung Jeon	March 23, 2021	2 years
		Yongdae Kim	March 23, 2022	2 years
Transparent Management Committee	3 or more members (At least two-thirds are outside diredtors)	Sanghyun Samuel Kim	March 23, 2022	2 years
		Doseong Kim	March 23, 2021	2 years
		Sangchul Cho	March 23, 2022	2 years
Remuneration Committee	3 or more members (At least two-thirds are outside directors)	Sangchul Cho	March 23, 2022	2 Years
		Miyoung Jeon	March 23, 2021	2 Years
		Junho Jung	March 23, 2022	2 Years
ESG Committee	3 or more members (At least two-thirds are outside directors)	Miyoung Jeon	March 23, 2021	2 Years
		Suok Sim	March 23, 2022	2 Years
		SungHyun Kang	March 23, 2022	2 Years

Establishment Purpose and Authority of Committees

Establishment Purpose and Authority of Committees table

Committee	Committee Establishment Purpose and Authority
Audit Committee	① The committee shall examine the accounting and businesses of the company ② The committee shall review adequacy of the committee's performance and the regulations annually and if necessary, the committee may propose amendments to the Board ③ The committee shall deal with matters stipulated by law or articles of incorporation and others entrusted by the Board
Independent Director Candidate Nomination Committee	① The committee shall recommend candidates to be appointed at the general shareholders' meeting ② The committee shall include candidates for independence directors recommended by shareholders who may exercise their rights under the Article 542-6(2) of the Commercial Act ③ The committee shall deal with matters stipulated by law or articles of incorporation and others entrusted by the Board
Transparent Management Committee	① The committee shall maintain a fair trade order by presenting criteria for selecting counterparties when contracting more than a certain size between the company and its related parties ② The committee can review and approve when affiliates in the fields of construction, logistics, advertisement, system integration signs more than 5 billion KRW contracts with other affiliates as well as contracts that may cause a conflict to the company as a non-registered executive transaction ③ The committee can make corrections and recommendations on major policies and reporting details regarding the internal transaction, compliance management, and social contribution activities with affiliates in the fields of construction, logistics, advertising, and system integration. If necessary, the committee can request it as a Board agenda
Remuneration Committee	① Registered director remuneration limit ② Registered director performance related bonus payment ③ Board executives remuneration sections by each positions ④ Other matters entrusted by the Board
ESG Committee	① The committee is for internalizing sustainability within company decisions and managing nvironmental/social/governance (ESG) risks and opportunities ② The committee reviews all necessary matters for the company's ESG policies and activities