韓國電力提交6-K自願披露企業管治報告 合規率73.3%並恢復派息每股1,542韓元

6-K
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d88386d6k.htm
FORM 6-K

Form 6-K

 

 

 
 UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

 
 

FORM 6-K 

 
 

REPORT OF FOREIGN PRIVATE ISSUER 

Pursuant to Rule 13a-16 or 15d-16 under 

the Securities Exchange Act of 1934 

For the Month of July 2026 

 
 

KOREA ELECTRIC POWER CORPORATION 

(Translation of registrant’s name into English) 

 
 

55 Jeollyeok-ro, Naju-si, Jeollanam-do, 58322, Korea 

(Address of principal executive offices) 

 
 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. 
 Form
20-F ☒   Form 40-F ☐ 

 
 

 

 

 Corporate Governance Report 

KEPCO has prepared this report in accordance with Article 24-2 of the Enforcement Rules of KOSPI Market Disclosure
Regulation of Korea Exchange in order to provide investors with further information to help them better understand KEPCO’s corporate governance. 

This is a summary in English of the Corporate Governance Report originally prepared in Korean. In the translation process, some parts of the report have been
reformatted, rearranged or summarized for the convenience of readers. Nonmaterial or previously disclosed information may also have been omitted or abridged. 

Unless expressly stated otherwise, this report reflects KEPCO’s corporate governance structure as of May 31, 2026. 

 

I.
 Key Indicators of Governance 

Compliance Rate: 73.3% 
  

 Key indicator

  
2025

 Notice four weeks before the General Meeting

  
X

 Electronic voting system

  
O

 Avoiding a peak day for the Annual General Meeting

  
X

 Providing predictability related to cash dividends

  
X

 Notification of dividend policy at least once a year

  
X

 Succession policy for CEO

  
O

 Internal control policy such as risk management

  
O

 Independent director chairing the Board of Directors

  
O

 Adopting a concentrated voting system

  
O

 Preventing the appointment of executives responsible for damaging corporate value or
shareholders’ rights

  
O

 The Board is not
single-sex

  
O

 Independent internal audit department

  
O

 Accounting or financial experts in the internal audit
organization

  
O

 The internal audit organization met the external auditor without directors present more than
once per quarter

  
O

 The internal audit organization can access important management
information

  
O

 

II.
 Corporate Governance 

1. Corporate Governance Policy 
 (1)
Shareholders 
 KEPCO has been striving for transparent governance since its listing on the stock market to protect shareholders’
rights and enhance shareholder value. 
 (2) Board of Directors 

In order to ensure transparency in its corporate governance, anyone interested in KEPCO’s corporate governance practice can access, on
its corporate website, Articles of Incorporation of KEPCO, Regulations Concerning the Board of Directors, Regulations Concerning Operations of the Audit Committee and KEPCO’s other internal regulations related to its corporate governance. 

To ensure the transparency of its corporate governance through independent decision-making processes, KEPCO maintains non-standing directors as a majority of the Board. The Board of Directors is composed of seven standing directors, including the CEO, and eight non-standing directors. The
chairperson of the Board of Directors is appointed from among non-standing directors to ensure the fair collection of opinions and suggestions regarding overall management. 

Furthermore, non-standing directors are elected from among professionals with expertise in finance,
accounting, labor management and energy industries, so as to fulfill their roles of consulting and advising on the agenda of board meetings. 

KEPCO strives to provide sufficient information on each agenda to directors before the board meeting so that the directors can make an
informed decision. 
 (3) Audit 

The Audit Committee inspects the accounting and management issues, and also evaluates the operation of Internal Control over Financial
Reporting. Moreover, it supervises the performance of directors and management to ensure that they make rational business decisions. 
 The
Audit Committee consists of three directors, two of whom are required to be non-standing directors. The chairperson of the committee is required to be a non-standing
director. One member of the Audit Committee is a standing director and is appointed upon the recommendation of the Director Nomination Committee and by the resolution of the general meeting of shareholders. Other members of the Audit Committee who
are non-standing directors are appointed from among non-standing directors and by the resolution of the general meeting of shareholders. 

 

 The Audit Committee maintains objectivity in conducting audits, by working separately from
the directors and management. If it is necessary to carry out its duties, the committee may request any related executive or employee to attend committee meetings, to submit reports and to state his or her opinion. Also, the committee may seek
advice from external experts at the company’s expense. 
  

2.
 Key Characteristics of Corporate Governance Structure 

(1) Organization of the Board of Directors 

As the highest decision-making body of the company, the Board of Directors is composed of seven standing directors (including the CEO) and
eight non-standing directors, securing its independence by having non-executive directors constitute a majority of the Board.
Non-standing directors are elected from candidates with ample industrial or professional knowledge and experience without discrimination based on sex, race, age, nationality or cultural background so as to
respond flexibly and professionally to a diversifying business environment. For fair and transparent operation of the Board of Directors, the chairperson is appointed from among non-standing directors
following the review and resolution of the Committee for Management of Public Institutions under the Ministry of Climate, Energy and Environment pursuant to Article 21 of the Act on the Management of Public Institutions. 

(2) Subcommittees in the Board of Directors 

KEPCO operates four subcommittees under the Board of Directors, namely, the Audit Committee, the ESG Committee, the Director Nomination
Committee, and the Power System Committee to strengthen the preliminary review and support the rational decision-making of the Board of Directors. The Audit Committee consists of two non-standing directors and
one standing director, at least one of whom is appointed from among accounting or financial experts to conduct an audit of business and accounting. In December 2020, as the first public enterprise in Korea, KEPCO additionally established an
Environment, Social and Governance (ESG) Committee under its Board of Directors to reinforce its ESG-based management system. The ESG Committee consists of three
non-standing directors and one standing director and is responsible for resolving major management issues related to ESG, establishing ESG management strategies and business plans, checking on the overall
direction of sustainable management and monitoring achievements and issues related to such performance. The Director Nomination Committee is in charge of the appointment of new directors. The Committee members consist of non-standing directors and other external members selected by the Board of Directors. The total number of members must be not less than five and not more than fifteen. The Board of Directors appoints external
members comprising less than half of the members to maintain independence in the appointment of directors. The Power System Committee consists of three non-standing directors and one standing director and is
in charge of the preliminary review of major agendas that require board approval, the deliberation of key management issues related to the power system, such as major plans for the power system requested by the board, and the inspection and feedback
on the implementation of key policy plans and achievements related to the power system. 

 

 (3) Expertise of subcommittees in the Board of Directors 

In order to enhance the expertise of its Board of Directors, KEPCO considers each candidate’s expertise at the document screening stage
for director candidates and has actively recruited many experts in various fields. KEPCO appoints members of subcommittees such as the ESG Committee or the Audit Committee based on the professional fields of each
non-standing director and also obtains comprehensive advice from the ESG Advisory Committee and the Audit Advisory Committee which are composed of external specialists. In addition, KEPCO strives to strengthen
the expertise of its directors by regularly providing education related to internal control over financial reporting and ESG. 
 The Audit
Committee consists of three directors, two of whom are required to be non-standing directors and one standing director, and at least one of whom is appointed from among accounting or financial experts to
conduct an audit of business and accounting. The ESG Committee consists of three non-standing directors and one standing director and it is in charge of deliberating on major management issues related to ESG,
establishing ESG management strategies and related business plans, checking on the overall direction of sustainable management and monitoring and supervising achievements and issues related to such performance. The Director Nomination Committee,
when the appointment of executives is required, is composed of a majority of non-standing directors and not less than five and not more than fifteen external members selected by the Board of Directors through
a board resolution, thereby ensuring independence in the appointment of directors. The Power System Committee consists of three non-standing directors and one standing director and is in charge of the
preliminary review of major agendas that require board approval in the power system sector, the deliberation of key management issues related to the power system such as major plans for the power system requested by the board, and the inspection and
feedback on the implementation of key policy plans and achievements related to the power system. In addition, in order to enhance expertise, KEPCO strives to strengthen the capability of its directors by regularly providing education related to
internal control over financial reporting and ESG. 

 

 (4) Independence of the Board of Directors 

KEPCO ensures the independence of its Board of Directors so that the directors can carry out their duties of ‘checks and balances’
in a responsible manner. KEPCO supports directors’ and officers’ liability insurance to support their decision-making with a firm conviction, and prohibits any director who has a special interest in an agenda item from participating in
the related board resolution. KEPCO also strictly scrutinizes whether a non-standing director candidate has any related-party transaction that would disqualify such candidate from his or her directorship under
the Korean Commercial Act. 
 (5) Current State of Corporate Governance 

 

Subcommittees
  
 Composition

 
 (Number of Non-Standing Directors / Number of
total Directors)

  
 Chairperson

(Status as Standing/Non-standing director)

  
Key Roles

Board of Directors
  
 8/15

 
 (composed of a majority of non-standing
directors)

  
Non-standing Director
  

•

Setting business objectives, budget, financing plans and operational plans;

 

•

Use of reserve funds;

 

•

Settlement of annual accounts;

 

•

Acquisition, addition and disposal of generation facilities in excess of 200,000 kW capacity and fixed assets valued at more than Won 30 billion
(other than generation facilities and transmission and substation facilities);

 

 
  
 
  
 
  

•

Long-term planning for electricity transmission and substation;

 

•

Long-term borrowings, corporate debenture issuance and repayments thereof;

 

•

Electricity tariff rates;

 

•

Disposition of surplus funds;

 

•

Investment in or in-kind contributions to other entities;

 

•

Debt guarantees for other entities;

 

•

Amendment to the Articles of Incorporation;

 

•

Establishment and amendment to major internal regulations;

 

•

Calling of the general meeting of shareholders and determination of the agenda therefor;

 

•

Issuance of new shares and disposition of forfeited shares and fractional shares;

 

•

Capital increase and decrease;

 

•

Approval of asset revaluation amounts;

 

•

Corporate dissolution;

 

•

Research and development plans;

 

•

Merger, dissolution and guarantee of investee companies;

 

 
  
 
  
 
  

•

Composition of the Director Nomination Committee and determination of the criteria for evaluating director nominees;

 

•

Management contract with the CEO;

 

•

Request for dismissal of the CEO;

 

•

Expansion and establishment of regional offices;

 

•

Remuneration for executives;

 

•

Modification of resolutions previously made by the Board of Directors, according to increases in total expenses (over 10% or 10 billion won) or
significant changes to the original plan

  

•

Related-party transactions amounting to more than 5% of total equity or 50 billion won; and

 

•

Other matters deemed necessary by the CEO or the Board of Directors

Director Nomination Committee
  
 Not less than five and not more than
fifteen
  
 (external members less than half of the members)

  
Non-standing Director
  

•

Determination of the recruitment method for executive candidates and screening of executive candidates

 

•

Determination of candidates to be recommended for executive positions

 

•

Negotiation of management contracts with the candidate to be recommended for the CEO
position

 

 
  
 
  
 
  

•

Other matters and operations related to the recommendation of executive candidates

Audit Committee
  
2/3
  
Non-standing Director
  

•

Conducting audits on the business and accounting of the company and reporting the results

 

•

Appointment of external auditors and approval of non-audit services

 

•

Other matters stipulated by relevant laws and the Articles of Incorporation

ESG Committee
  
3/4
  
Non-standing Director
  
 Deliberation and
resolution on the following matters:
  

•

Preliminary review of major agendas related to ESG among matters requiring board approval

 

•

Deliberation and resolution on key management issues, including major implementation plans related to ESG management

 

•

Deliberation and resolution on other matters deemed necessary by the Board of Directors and the Committee

Power System Committee
  
3/4
  
Non-standing Director
  

•

Preliminary review of major agendas requiring board approval on Power System sector

 

•

Deliberation of key management matters related to the power system

 

•

Inspection and feedback on the implementation of key policy plans and achievements related to the power system

 

III.
 Shareholders 

Core Principle 1. Shareholders’ Rights 

Detailed Principle 1-① Providing sufficient information on the General Meeting of Shareholders 

To comply with the legal deadline, KEPCO makes a public disclosure immediately after the board resolution to hold a general meeting of
shareholders and announces the time, place, agenda and other details of the meeting at least two weeks before the date of the meeting. 

KEPCO’s general meetings of shareholders in the period from January 2025 to June 2026 were held as follows: 

 

 Type

  
Date ofResolution
  
Date of Notice
  
Date of Meeting
  
Period ofNotice

 Annual General Meeting

  
Feb. 28, 2025
  
Mar. 11, 2025
  
Mar. 26, 2025
  
15 days

  
Feb. 26, 2026
  
Mar. 10, 2026
  
Mar. 25, 2026
  
15 days

 Extraordinary General Meeting

  
Dec. 20, 2024
  
Dec. 20, 2024
  
Jan. 6, 2025
  
17 days

  
May 9, 2025
  
May 13, 2025
  
May 28, 2025
  
15 days

  
Apr. 10, 2026
  
Apr. 10, 2026
  
Apr. 27, 2026
  
17 days

  
May 6, 2026
  
May 6, 2026
  
May 21, 2026
  
15 days

 

 Detailed Principle 1-② Encourage shareholders to participate in the General Meeting

 KEPCO implements an electronic voting system so that shareholders can participate in the General Meeting and exercise their rights
smoothly. Also, in order to facilitate shareholders’ attendance in 2024 and 2025, the Annual General Meetings were held on a date other than the dates that the Korea Listed Companies Association recommends avoiding as there are a concentrated
number of companies holding their annual general meetings on those dates. 
 However, with respect to the 65th Annual General Meeting of
Shareholders, although we made efforts to avoid holding the meeting on a peak meeting date, after comprehensively considering shareholders’ need for sufficient time to review the agenda items, the voting period, and the financial closing
schedule, we were unavoidably required to hold the meeting on a peak meeting date. KEPCO has adopted an electronic voting system to maximize shareholder participation in the general meeting and is making its best efforts to ensure that shareholders
can exercise their voting rights smoothly through this system. We will continue to seek ways to enable greater shareholder participation in the future. 

A list of the agenda items voted on at the general meetings of shareholders in the period from January 2025 to June 2026 is provided below:

  

   Date of  

  Meeting  

  
 Resolution

  
 Agenda

  
OutstandingShares
 
  
Shares Voted
 
  
Shares for(Approval Rate*)

 Jan. 6, 2025

  
Ordinary
  
 Election of a Standing Director

- Ahn, Jung-Eun

  
 
641,964,077
 
  
 
456,649,381
 
  
426,269,508(93.3%)

 Mar. 26, 2025

  
Ordinary
  
Approval of financial statements for the fiscal year 2024
  
 
641,964,077
 
  
 
464,789,138
 
  
459,937,089 (99.0%)

  
Ordinary
  
Approval of the maximum aggregate amount of remuneration for directors in 2025
  
 
641,964,077
 
  
 
464,789,138
 
  
462,491,873 (99.5%)

 May 28, 2025

  
Ordinary
  
 Election of a Standing Director

- Jung, Chi-Kyo

  
 
641,964,077
 
  
 
469,488,199
 
  
417,919,268 (89.0%)

 Mar. 25, 2026

  
Ordinary
  
- Approval of financial statements for the fiscal year 2025
  
 
641,964,077
 
  
 
511,345,965
 
  
506,568,651(99.1%)

  
Ordinary
  
Approval of the maximum aggregate amount of remuneration for directors in 2026
  
 
641,964,077
 
  
 
511,345,965
 
  
509,945,280 (99.7%)

  
Extraordinary
  
Approval of amendments to the Articles of Incorporation
  
 
641,964,077
 
  
 
511,345,965
 
  
510,592,978 (99.9%)

 Apr. 27, 2026

  
Ordinary
  
 Election of a Standing Director

Kim, Jae-Koon

  
 
641,964,077
 
  
 
498,013,829
 
  
453,564,606 (91.1%)

 May 21, 2026

  
Ordinary
  
- Election of a Standing Director as Comptroller & Auditor General and Member of Audit Committee – Kim, Tae-Ok
  
 
287,987,428
 
  
 
139,776,433
 
  
87,404,563 (62.5%)

 * Under the Korean Commercial Act, the voting rights of the shareholders who hold shares in excess of three percent of the
total number of issued shares are limited to three percent when appointing members of the Audit Committee. 
 * Approval rate is the percentage of the shares
voting in favor to the shares voted. 

 

 Detailed Principle 1-③ Proposal Right of Shareholders 

KEPCO provides information on the proposal right of shareholders via telephone or in writing, but there have been very few cases of
shareholders’ proposals at the General Meeting so far. KEPCO will consistently strive to guarantee the shareholders’ proposal right in accordance with the relevant laws and provide the relevant information on such right through
KEPCO’s corporate website. 
 KEPCO assures the proposal right of shareholders in accordance with requirements provided under the
Korean Commercial Act. When a certain agenda item is proposed and unless it is against the laws or the Articles of Incorporation of KEPCO, it shall be submitted to the general meeting of shareholders after the resolution by the Board of Directors.

 Every shareholder who attends the general meeting of shareholders has the right to inquire about and request explanations of the agenda
items, unless he or she obviously intends to obstruct the proceedings of the meeting. 
 Shareholders may make a proposal for the general
meeting of shareholders, but no shareholder proposal has been submitted to the meetings held by June 2026. 
 Detailed Principle 1-④
Shareholder Return Policy 
 In accordance with provisions in the Korean Commercial Act, Articles of Incorporation of KEPCO and the KEPCO
Act, KEPCO is entitled to pay out dividends. KEPCO determines dividends considering its investment plan, future cash flow and financial structure to enhance shareholder value and increase shareholder return. However, as the resolution of the
large-scale accumulated deficit that persisted from 2021 to 2023 is urgent, and a flexible dividend policy is required to respond to the rapidly changing internal and external business environments, KEPCO has not established or announced a mid- to long-term shareholder return policy. 
 KEPCO’s dividend payments are finally determined at
the annual general meeting of shareholders through resolutions by the Board of Directors and announced immediately via DART. As the timing of the turnaround is uncertain due to the recently accumulated deficit, KEPCO has not announced a specific
dividend policy. KEPCO discloses key dividend indicators for the most recent three fiscal years in its business reports and semi-annual reports, and provides dividend payment information for the most recent five fiscal years on its corporate
website. 

 

 Following a return to profitability in the fiscal year 2025, KEPCO paid a dividend of Won
1,542 per share. The dividend record date was the fiscal year end of December 31, 2025, in accordance with Article 15 of KEPCO’s Articles of Incorporation. The dividend was finalized on March 25, 2026, at the annual general meeting
of shareholders, upon which the shareholders eligible for dividends and the dividend amount were confirmed. We will strive to enhance the predictability of dividends for our shareholders in the future. 

Detailed Principle 1-⑤ Shareholders’ rights to dividends 

Pursuant to Article 14 of the KEPCO Act, KEPCO may pay dividends only when profit is generated as a result of the settlement of accounts for a
fiscal year. Accordingly, KEPCO was unable to pay dividends for fiscal year 2023 due to a net loss. Although financial conditions remained challenging in fiscal years 2024 and 2025 due to high debt-to-equity ratios (619% in fiscal year 2024 and 444% in fiscal year 2025), despite a return to profitability, KEPCO paid dividends at the maximum level possible within the range that would allow it to
secure future financial soundness, in order to respect shareholders’ rights to receive an appropriate level of return on KEPCO’s profits. 

As a listed public company, KEPCO implements shareholder returns. Although KEPCO has not paid any dividend for the fiscal year 2023 due to
deficits, KEPCO is striving to pay a dividend and faithfully provide information on past dividends to shareholders. The distributable profit for 2024 and 2025 includes net income based on the separate financial statements. 

 

 
  
 
 
  
 
 
  
Cash Dividend
 

 
  
FiscalYear
 
  
ShareDividend
 
  
Distributable Profit(KRW)
 
  
Total Dividend(KRW)
 
  
DividendPerShare(KRW)
 
  
DividendYield(%)
 

 Common Shares

  
 
2025
 
  
 
12
 
  
 
7,249,899,527,855
 
  
 
989,908,606,734
 
  
 
1,542
 
  
 
3.2
 

 Class Shares

  
 
2025
 
  
 
12
 
  
 
— 
 
  
 
— 
 
  
 
— 
 
  
 
— 
 

 Common Shares

  
 
2024
 
  
 
— 
 
  
 
829,338,815,456
 
  
 
136,738,348,401
 
  
 
213
 
  
 
1.0
 

 Class Shares

  
 
2024
 
  
 
— 
 
  
 
— 
 
  
 
— 
 
  
 
— 
 
  
 
— 
 

 

 Core Principle 2. Fair and Equitable Treatment of Shareholders 

Detailed Principle 2-① Issued Shares and Disclosure of Company Information 

Currently, KEPCO’s authorized share capital is as follows. 
  

 
  
Authorized Shares
 
  
Issued Shares
 
  
IssuedRate
 
 
Note
 

 Common Shares

  
 
1,200,000,000
 
  
 
641,964,077
 
  
 
53.50
% 
 
 
Registered Common Shares
 

 Class Shares

  
 
150,000,000
 
  
 
— 
 
  
 
0.00
% 
 
 
Non-Voting Preferred Shares
 

 * Par value of a share is KRW 5,000. 

* Issuance rate is the percentage of the issued shares to the authorized shares. 

Issued common shares are all registered common shares, and each share shall have one voting right. The voting rights of the shareholders who
hold shares in excess of three percent of the total number of issued shares are limited to three percent when it comes to the agenda of election of members of the Audit Committee, under the Korean Commercial Act. 

KEPCO makes its company information public through its corporate website and electronic disclosure systems (DART, KIND) in order to provide
information in a fair, equitable and timely manner. 
 KEPCO holds IR meetings in relation to quarterly earnings releases in February, May,
August and November. Moreover, following the relocation of its headquarters to Naju City, KEPCO holds weekly IR meetings in Seoul and conference calls with institutional investors. KEPCO announces its earnings release schedule via DART as well as
public filings on the SEC website; KEPCO also posts its IR schedule on its corporate website. IR presentations are available on its corporate website, both in Korean and English. (http://home.kepco.co.kr/kepco/EN) 

Since listing its American Depositary Receipts on the New York Stock Exchange in October 1994, KEPCO has made English disclosures available on
the SEC website through the Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system. The English filings KEPCO makes with the SEC are available by accessing http://www.sec.gov, clicking the “Company Filings”
button and entering “Korea Electric Power Corporation” in the “Company Name” search field. 

 

 Detailed Principle 2-② Related Party Transactions and the Internal Monitoring System 

KEPCO has put into effect several internal regulations, including the Code of Conduct and Conduct Guidelines for its executives and employees,
so as to prevent related party transactions and self-dealings that promote private interests among its executives and employees. Also, KEPCO has established an internal monitoring system to identify and appropriately disclose related party
transactions between KEPCO and its related parties. 
 Under the Code of Conduct, employees who harm the proper performance of their duties
become subject to disciplinary actions. The Code of Conduct also prohibits employees from engaging in transactions based on information obtained during the course of their employment. In addition, under the Regulations Concerning Public Disclosure,
its executives and employees are prohibited from using any material non-public information related to its business in trading of securities or any other transaction. 

Detailed Principle 2-③ Shareholder Protection Policy 

To protect shareholder rights, KEPCO provides various channels to communicate with shareholders, such as its corporate website, through which
shareholders may submit opinions and obtain material information on its major business and operations. 
 There were no material changes in
corporate governance structure or major business from January 2025 to June 2026, including mergers, business transfers, divestitures, exchanges or transfers of its shares. 

 

IV.
 Board of Directors 

Core Principle 3. Functions of the Board of Directors 

Detailed Principle 3-① Management Decisions 

The Board of Directors, which is established based on the Korean Commercial Act, reviews and makes resolutions on matters as stipulated by the
relevant laws and the Articles of Incorporation of KEPCO, including matters concerning its management targets, budget plans, accounting settlements, mid- and long-term strategies, business plans and other
matters deemed necessary by the CEO or the Board of Directors. 
 Matters subject to resolutions by and reporting to the Board of Directors
are as follows. 
  

 
a)
 Matters subject to review and resolution by the Board of Directors 

 

 
•
 
 Setting business objectives, budget, financing plans and operational plans; 

 

 
•
 
 Use of reserve funds; 

  

 
•
 
 Settlement of annual accounts; 

 

 
•
 
 Acquisition, addition and disposal of generation facilities in excess of 200,000 kW capacity and fixed assets
valued at more than Won 30 billion (other than generation facilities and transmission and substation facilities); 

  

 
•
 
 Long-term planning for electricity transmission and substation; 

 

 
•
 
 Long-term borrowings, corporate debenture issuance and repayments thereof; 

 

 
•
 
 Electricity tariff rates; 

 

 
•
 
 Disposition of surplus funds; 

 

 
•
 
 Investment in or in-kind contributions to other entities;

  

 
•
 
 Debt guarantees for other entities; 

 

 
•
 
 Amendment to the Articles of Incorporation; 

 

 
•
 
 Establishment and amendment to major internal regulations; 

 

 
•
 
 Calling of the general meeting of shareholders and determination of the agenda therefor; 

 

 
•
 
 Issuance of new shares and disposition of forfeited shares and fractional shares; 

 

 
•
 
 Capital increase and decrease; 

 

 
•
 
 Approval of asset revaluation amounts; 

 

 
•
 
 Corporate dissolution; 

 

 
•
 
 Research and development plans; 

 

 
•
 
 Merger, dissolution and guarantee of investee companies; 

 

 
•
 
 Composition of the Director Nomination Committee and determination of the criteria for evaluating director
nominees; 

  

 
•
 
 Management contract with the CEO; 

 

 
•
 
 Matters deemed necessary by the CEO to request a review and resolution of the Board of Directors

  

 
•
 
 Request for dismissal of the CEO; 

 

 
•
 
 Expansion and establishment of regional offices; 

 

 
•
 
 Remuneration for executives; 

 

 
•
 
 Modification of resolutions previously made by the Board of Directors, according to increases in total expenses
(over 10% or 10 billion won) or significant changes to the original plan 

  

 
•
 
 Related-party transactions amounting to more than 5% of total equity or 50 billion won; and

  

 
•
 
 Other matters deemed necessary by the CEO or the Board of Directors. 

 

 
b)
 Matters subject to reporting to the Board of Directors 

 

 
•
 
 Settlement of accounts for the first half of the fiscal year; 

 

 
•
 
 Matters noted during the National Assembly audit, audits by accountants performed pursuant to the Act on the
Management of Public Institutions, and the audit by the Board of Audit and Inspection pursuant to the Act on the Management of Public Institutions, as well as plans for corrective measures and the results thereof; 

 

 
•
 
 Outcome of collective bargaining and estimated budget; 

 

 
•
 
 Performance of the Audit Committee and accounting audit results; 

 

 
•
 
 Explanation for non-standing director’s request pursuant to Article
20 of the Act on the Management of Public Institutions; 

  

 
•
 
 Annual performance of the Internal Control over Financial Reporting; 

 

 
•
 
 Results of large-scale reorganizations, including those involving headquarters; 

 

 
•
 
 Operating plan under the Act on the Control and Supervision on Nuclear Power Suppliers, etc. for the Prevention
of Corruption in the Nuclear Power Industry; and 

  

 
•
 
 Any other matter that the Board of Directors requires reporting from the CEO. 

 

 The Board of Directors may suggest matters to its meetings as agenda items that are deemed
necessary regarding its operations in accordance with other laws or the Articles of Incorporation, other than matters subject to resolution by the Board of Directors specified in Regulations Concerning the Board of Directors. The Board of Directors
actively proposes agenda items that it considers important for review or resolution, even if review or resolution is not required by applicable laws, as stipulated in Regulations Concerning the Board of Directors. 

In accordance with the Regulations Concerning the Board of Directors, the Board of Directors may delegate to the CEO the authority to decide
matters that are subject to Board of Directors resolutions to the extent that such matters are deemed to be insignificant. In addition, under the Regulations, the CEO may act on urgent matters first and then promptly request for ratification by the
Board of Directors to the extent that time did not permit holding a Board of Directors meeting or the Board of Directors meeting otherwise could not be held. However, if the Board of Directors decides not to ratify the emergency measures undertaken
by the CEO, such measures will have no further force and effect. 
 Detailed Principle 3-② Succession policy for CEO

 The President of KEPCO, who concurrently serves as Chief Executive Officer, is appointed in accordance with the Guidelines for
Personnel Management of Public Institutions and Regulations Concerning Operations of the Director Nomination Committee. The CEO is appointed by the President of the Republic of Korea upon motion by the Ministry of Climate, Energy and Environment
following the nomination by the Director Nomination Committee, the review and resolution of the Committee for Management of Public Institutions (established under the Ministry of Finance and Economy) pursuant to the Act on the Management of Public
Institutions and approval at the general meeting of shareholders. 
 The CEO Nomination Committee consists of five to fifteen members with a
majority of non-standing directors, and the chairperson of the committee must be selected from among non-standing directors. The CEO Nomination Committee recommends
eligible candidates that meet the criteria stipulated in the Guidelines for Personnel Management of Public Institutions and Regulations Concerning Operations of the Director Nomination Committee. The eligibility criteria for a CEO candidate are as
follows: 
  

 
•
 
 Professional knowledge and experience regarding the electric power industry; 

 

 
•
 
 Competence in managing organizational and corporate affairs; 

 

 
•
 
 Commitment and competence to initiate reform; 

 

 
•
 
 Strategy and vision as the Chief Executive Officer; and 

 

 
•
 
 Integrity, morality and a strong sense of corporate ethics. 

The term of the President & CEO is three years in accordance with the Act on the Management of Public Institutions. However, it can
be renewed in one-year increments based on the performance evaluation results. 
 In the event that
the President & CEO cannot perform his or her duties for unavoidable reasons, one of the standing directors shall act for the President & CEO in such order of priority as shall be specified in the Articles of Incorporation of
KEPCO. However, if none of the standing directors is able to serve as the President & CEO, the senior non-standing director, the most senior non-standing
director (based on the date of appointment if the senior non-standing director is unable to serve) and the eldest non-standing director (based on age if there are more
than one such senior non-standing director) shall serve as the President & CEO, in that order of priority. 

Detailed Principle 3-③ Internal Control Policy 

To identify and manage various types of risks, KEPCO operates a company-wide risk control system and risk governance by designating the Chief
Risk Officer (CRO). The risk management departments are set up to identify, diagnose, report and respond for each type of risk. 
 Also,
KEPCO operates the following bodies independently: a Risk Deliberation Committee, which is composed of internal and external experts, external auditors and the Audit Committee under its Board of Directors. Under the Audit Committee, an independent
internal audit organization has been established to effectively support an internal control system. The Risk Deliberation Committee ensures its independence and expertise by comprising a majority of external members. For financial risks, an external
auditor regularly examines and evaluates financial statements and the internal control system. In addition, the ESG Committee reviews and deliberates on major reports and decisions for non-financial risks such
as environmental, social and governance issues. 

 

 In terms of compliance management, KEPCO designates the establishment and amendment of
internal audit regulations as a matter subject to resolution by the board and operates the Code of Conduct and the Conduct Guidelines for KEPCO executives and employees. 

For internal accounting management, KEPCO established Regulations Concerning Internal Control over Financial Reporting and established the
internal accounting control system pursuant to the Act on External Audit of Stock Companies, etc. In order to enhance the reliability of financial information and share the importance of Internal Control over Financial Reporting company-wide, KEPCO
defines control activities in detail and conducts an annual evaluation of the effectiveness of its internal accounting control system. 

The President & CEO of KEPCO is responsible for the company’s internal accounting control system, and the Chief
Financial & Strategic Planning Officer oversees the system’s accounting management and operational organization. The CEO checks the effectiveness of the company’s internal accounting control system after the end of every fiscal
year and reports the results to the general meeting of shareholders, the Board of Directors, and the Audit Committee. The Audit Committee evaluates the operation of the internal accounting control system and reports the results to the Board of
Directors. 
 For disclosure management, KEPCO established the Regulations Concerning Public Disclosure and operates the disclosure
organization to ensure that all information is disclosed in a fair, accurate and timely manner. 
 The Corporate Planning Department of the
headquarters handles the disclosure work and the Audit & Inspection Office checks the disclosure for accuracy and timeliness. 

Also, the Chief Financial & Strategic Planning Officer is responsible for establishing and maintaining the disclosure control system
and the Accounting Team under Finance & Accounting Department gathers and reviews information to be disclosed from operating departments, periodically and frequently as needed. 

KEPCO’s internal control system is divided into “self-compliance” as a precautionary measure and “internal
audit” as a post-audit measure for effective internal checks. In addition, KEPCO and its subsidiaries jointly established an internal accounting system to enhance the reliability of consolidated financial information. 

 

 Core Principle 4. Composition of the Board of Directors 

Detailed Principle 4-① Composition of the Board of Directors 

The organizational chart of the Board of Directors is as follows: 
  

 Board of Directors

 

•

7 standing directors and 8 non-standing directors

 

•

Secretary general: Head of Corporate Planning Department

  

 Director Nomination

Committee

 
Audit Committee
  
ESG Committee
  
 Power System

Committee

 •

5-15 members comprised of non-standing directors and external members appointed by the Board of Directors

 

•

Secretary: Head of Corporate Planning Department

 
 •

3 members comprised of 1 standing director and 2 non-standing directors

 

•

 Secretary: Head of
Audit & Inspection Office

  
 •

4 members comprised of 3 non-standing directors and 1 standing director

 

•

 Secretary: Head of
Corporate Planning Department

  
 •

4 members comprised of 3 non-standing directors and 1 standing director

 

•

 Secretary: Head of
Power System Planning Department, Head of Distribution Planning Department

 The Board of Directors as of June 1, 2026 is listed as follows: 

 

 Type

  
 Gender

  
 Name (Age)

  
 Title

  
 Expected term-expiration date

 Standing

Director

  
Male
  
Kim, Dong-Cheol(70)
  
President & Chief Executive Officer
  
Sep. 18, 2026

 Standing
 Director

  
Male
  
 Kim, Tae-Ok

(63)

  
Comptroller & Auditor General and Member of the Audit Committee
  
May 26, 2028

 Standing

Director

  
Male
  
 Oh, Heung-Bok

(60)

  
Corporate Senior Vice President and Chief Financial & Strategic Planning Officer
  
Feb. 20, 2026

Standing Director
  
Male
  
 Jung, Chi-Kyo

(60)

  
Corporate Senior Vice President and Chief Safety Officer & Chief Operations Officer
  
May 27, 2027

Standing Director
  
Male
  
 Ahn, Jung-Eun

(59)

  
Corporate Senior Vice President and Chief Business Management Officer
  
Jan. 5, 2027

 Standing
 Director

  
Male
  
 Kim, Jae-Koon

(59)

  
Corporate Senior Vice President and Chief Power System Officer
  
Apr. 26, 2028

 Non-standing

Director

  
Male
  
 Kang, Hoon

(71)

  
Non-Executive Director and Member of the ESG Committee
  
Apr. 30, 2026

Non-standing Director
  
Male
  
 Lee, Heng-Ryul

(56)

  
Non-Executive Director, Labor Director and Member of the Power System Committee
  
May 6, 2027

 Non-standing

Director

  
Male
  
 Lee, Kyung-Sup

(69)

  

  
May 7, 2028

 Non-standing

Director

  
Male
  
 Moon, Jae-Do

(66)

  

  
May 7, 2028

 Non-standing

Director

  
Female
  
Hwang, Jeong-Hwa (58)
  

  
May 7, 2028

 Non-standing

Director

  
Male
  
 Kim, Jong-Wook

(58)

  

  
May 7, 2028

 Non-standing

Director

  
Male
  
 Jung, Do-Jin

(57)

  

  
May 7, 2028

Non-standing Director
  
Male
  
 Song, Jae-Do

(55)

  

  
May 7, 2028

 

 Under the Board of Directors, there are four subcommittees, namely, the Audit Committee, the
ESG Committee, the Director Nomination Committee and the Power System Committee as follows: 
  

 Committees

  
 Main Role of the Committee

  
 Composition

  
 Name

  
 Type

  
 Gender

 Audit

Committee

  

-

 Conduct audits of
business and accounting

-

 Evaluate the
operation of Internal Control over Financial Reporting

-

 Inspect the operation
of the internal monitoring system

  
Lee, Sung-Ho
  
Chairperson, Non-Standing
  
Male

  
Kim, Sung-Eun
  
Non-Standing
  
Female

  
Kim, Tae-Ok
  
Standing
  
Male

 ESG

Committee

  

-

 Preliminary review of
ESG related agendas of the Board of Directors

-

 Review material ESG-related issues

-

 Consult on ESG-related business strategies and specific plans

  
Kim, Jun-Ki
  
Chairperson, Non-Standing
  
Male

  
Kang, Hoon
  
Non-Standing
  
Male

  
Kim, Jong-Woon
  
Non-Standing
  
Male

  
Oh, Heung-Bok
  
Standing
  
Male

 Director

Nomination

Committee

  
 -

Determine the nomination process for director
candidates

-

 Review and
recommendation of director candidates

-

 Negotiation of the
management contract with the President candidate

-

 Other matters related
to the recommendation of the director candidates

  
 Non-standing directors and external members appointed by
the Board of Directors
 (Total 5-15 members)

Power System Committee
  

-

 Preliminary review of
major agendas requiring board approval in the power system sector

-

 Deliberation on key
management matters related to the power system

-

 Inspection and
feedback on the implementation of key policy plans and achievements

  
Han, Jin-Hyun
  
Chairperson, Non-Standing
  
Male

  
Cho, Seong-Jin
  
Non-Standing
  
Male

  
Lee, Heng-Ryul
  
Non-Standing
  
Male

  
Kim, Jae-Koon
  
Standing
  
Male

 

 The ESG Committee consists of three non-standing
directors and one standing director and is responsible for resolving major management issues related to ESG, establishing ESG management strategies and business plans, checking on the overall direction of sustainable management and monitoring
achievements and issues related to such performance. 
 Under Regulations Concerning the Board of Directors, the chairperson of the Board of
Directors is appointed from among non-standing directors to ensure directors’ independence and transparency. 

KEPCO has not implemented an executive officer system, but KEPCO secures the independence of
non-standing directors through the senior non-standing director system and the appointment of a non-standing director as
chairperson. 
 Detailed Principle 4-② Director Eligibility Requirements 

KEPCO does not discriminate based on gender, age, ethnicity, nationality or cultural background when appointing directors, and KEPCO requests
various organizations to recruit director candidates to ensure diversity and balance in the composition of the Board. The qualifications required of directors include profound knowledge and experience in the relevant field, leadership and
capabilities for organizational management, ethical behavior based on integrity and morality and other qualifications required in light of KEPCO’s special characteristics and environment. Currently,
non-standing directors consist of experts in various fields such as finance, accounting, public, academic, and legal circles. 

 

 Details of the appointment and changes of directors are as follows: 

 

 Name

  
 Type

  
 Position Held Since

  
 Date of Change

  
 Reason forChange

  
 CurrentlyHolding Position

Lee, Jun-Ho
  
Standing
  
Feb. 27, 2023
  
Mar. 3, 2025
  
Resigned
  
No

Jun, Young-Sang
  
Standing
  
Mar. 7, 2023
  
May. 26, 2026
  
Expire
  
No

Seo, Guen-Bae
  
Standing
  
Jun. 26, 2023
  
May 19, 2025
  
Resigned
  
No

Kim, Dong-Cheol
  
Standing
  
Sep. 19, 2023
  
Sep. 19, 2023
  
Appointed
  
Yes

Seo, Chul-Soo
  
Standing
  
Dec. 11, 2023
  
Apr. 27, 2026
  
Expired
  
No

Oh, Heung-Bok
  
Standing
  
Feb. 21, 2024
  
Feb. 21, 2024
  
Appointed
  
Yes

Ahn, Jung-Eun
  
Standing
  
Jan. 6, 2025
  
Jan. 6, 2025
  
Appointed
  
Yes

Jung, Chi-Kyo
  
Standing
  
May 28, 2025
  
May 28, 2025
  
Appointed
  
Yes

Kim, Jae-Koon
  
Standing
  
Apr. 27, 2026
  
Apr. 27, 2026
  
Appointed
  
Yes

Kim, Tae-Ok
  
Standing
  
May 27, 2026
  
May 27, 2026
  
Appointed
  
Yes

Park, Chung-Kun
  
Non-Standing
  
May 2, 2023
  
Mar. 31, 2025
  
Retirement
  
No

Kim, Jong-Woon
  
Non-Standing
  
Aug. 22, 2022
  
May 7, 2026
  
Expired
  
No

Kim, Jun-Ki
  
Non-Standing
  
May 2, 2023
  
May 7, 2026
  
Expired
  
No

Han, Jin-Hyun
  
Non-Standing
  
Aug. 30, 2023
  
May 7, 2026
  
Expired
  
No

Kim, Sung-Eun
  
Non-Standing
  
Nov. 8, 2023
  
May 7, 2026
  
Expired
  
No

Lee, Sung-Ho
  
Non-Standing
  
Nov. 8, 2023
  
May 7, 2026
  
Other
  
No

Cho, Seong-Jin
  
Non-Standing
  
Dec. 4, 2023
  
May 7, 2026
  
Expired
  
No

Kang, Hoon
  
Non-Standing
  
May 1, 2024
  
May 1, 2024
  
Appointed
  
Yes

Lee, Heng-Ryul
  
Non-Standing
  
May 7, 2025
  
May 7, 2025
  
Appointed
  
Yes

Lee, Kyung-Sup
  
Non-Standing
  
May 8, 2026
  
May 8, 2026
  
Appointed
  
Yes

Moon, Jae-Do
  
Non-Standing
  
May 8, 2026
  
May 8, 2026
  
Appointed
  
Yes

Hwang, Jeong-Hwa
  
Non-Standing
  
May 8, 2026
  
May 8, 2026
  
Appointed
  
Yes

Kim, Jong-Wook
  
Non-Standing
  
May 8, 2026
  
May 8, 2026
  
Appointed
  
Yes

Jung, Do-Jin
  
Non-Standing
  
May 8, 2026
  
May 8, 2026
  
Appointed
  
Yes

Song, Jae-Do
  
Non-Standing
  
May 8, 2026
  
May 8, 2026
  
Appointed
  
Yes

 

 Detailed Principle 4-③ Director Appointment Process 

In accordance with the Act on the Management of Public Institutions, KEPCO must have a Director Nomination Committee to recommend candidates
for positions of the CEO, the standing director who concurrently serves as a member of the Audit Committee and non-standing directors. We manage such details under Regulations Concerning Operations of the
Director Nomination Committee. 
 The Director Nomination Committee is convened on an ad-hoc basis
depending on the need for new appointment of directors. The committee members consist of non-standing directors and others selected by the Board of Directors and must be not less than five and not more than
fifteen persons, of which the Board of Directors elects less than one-half of the members. The committee members are selected by the Board of Directors from various fields, such as law, economics, academia,
media and labor relations, and are required to include one person who acts as a spokesperson for KEPCO under the relevant regulations. The chairperson of the Director Nomination Committee is elected from among the committee members who are non-standing directors by the vote of the members of the Director Nomination Committee. 
 In order to
ensure transparency and fairness in the director nomination process, KEPCO strictly complies with its internal regulations and relevant laws regarding the eligibility criteria and review procedure. Moreover, KEPCO strictly verifies the eligibility
criteria of each director candidate as required by the Act on the Management of Public Institutions, the Public Service Ethics Act and the Korean Commercial Act. 

KEPCO provides detailed information on the director appointment process to shareholders at least two weeks before the general meeting of
shareholders, to thoroughly review director candidates. Also, KEPCO persistently makes efforts to reflect minority shareholders’ opinions. 

We do not exclude concentrated voting under the Articles of Incorporation of KEPCO. If concentrated voting is claimed by a shareholder who has
more than 1% of the issued shares in a general meeting of shareholders that is subject to the appointment of more than two directors, we can adopt concentrated voting in accordance with the Korean Commercial Act. 

Detailed Principle 4-④ Preventing the appointment of unqualified executives 

In order to prevent the appointment of executives who may damage our corporate value or shareholders’ rights, we appoint our executives
in accordance with the Guidelines for Personnel Management of Public Institutions. Unregistered executives are selected from applicants who have successfully completed KEPC