S-OIL

Corporate Governance

• BOD members
• Current status
  of CommitteesNow Page
• Matters for decision
• Regulations on operation
  of the BOD

BOD Committees

Board Audit Committee (BAC) : Committee, Members, Purpose & Responsibilities, Table.

Board Audit Committee (BAC)
Members	Jae Hoon Lee (Outside Director), Jeon Hwan Lee (Outside Director), Seung Beom Koh (Outside Director), Eun Hyung Lee (Outside Director)
Purpose & Responsibilities	Purpose Provide an independent and objective appraisal of the adequacy and effectiveness of the management's arrangements with respect to values and ethics, organizational governance, risk management, internal control, and other matters warranting attention of the BAC under relevant laws and regulations Responsibilities Matters concerning the General Meeting of Shareholders Matters concerning Directors and the BOD Matters concerning audit Other matters in relation with the above, requested by the BOD, the Representative Director, or any member of the BAC

Compensation Committee (CC) : Committee, Members, Purpose & Responsibilities, Table.

Compensation Committee (CC)
Members	Mohammed Y. Al-Qahtani (Non-Standing Director), Jae Hoon Lee (Outside Director), Jungsoon Janice Lee (Outside Director), Eun Hyung Lee (Outside Director)
Purpose & Responsibilities	Purpose Establish transparent and effective compensation plans for the executives and employees of the Company Responsibilities Set-up of compensation policies Establishment of compensation structure including salary, severance payment, and incentive awards Establishment of welfare and fringe benefit plans

Outside Director Candidates Recommendation Committee (ODCRC) : Committee, Members, Purpose & Responsibilities, Table.

Outside Director Candidates Recommendation Committee (ODCRC)
Members	Motaz A. Al-Mashouk (Non-Standing Director), Jungsoon Janice Lee (Outside Director), Jeon Hwan Lee (Outside Director), Seung Beom Koh (Outside Director)
Purpose & Responsibilities	Purpose Review qualifications of Outside Director candidates and recommend optimal candidates to General Meeting of Shareholders Responsibilities Verify and recommend Outside Director candidates to be appointed at General Meeting of Shareholders Check eligibility of Outside Director candidates in accordance with the Company's Outside Director independence policy and relevant laws Review diversity and expertise of Outside Directors according to internal standards Address other matters necessary for recommendation of Outside Director candidates and matters delegated by the Board of Directors and laws

ESG Committee : Committee, Members, Purpose & Responsibilities, Table.

ESG Committee
Members	Motaz A. Al-Mashouk (Non-Standing Director), Ibrahim M. Al-Nitaifi (Non-Standing Director), Jungsoon Janice Lee (Outside Director), Jeon Hwan Lee (Outside Director), Seung Beom Koh (Outside Director)
Purpose & Responsibilities	Purpose Enhance the Company's management of ESG matters that contribute to long-term value creation throughout the Company's business Responsibilities Overseeing the Company's strategy, policies, programs, performance, and reputation regarding ESG matters Supporting the BOD's oversight of the implementation and performance of the Company's HSE (Health, Safety, Environment) matters Making recommendations to the Company's management regarding oversight of emerging ESG matters

Outside Auditor