### GOVERNANCE
###### ESG Committee within the BOD
NAVER has established and operates a governance system for general topics of sustainability including climate change response, based on a decision-making structure comprised of ESG Committee within the Board of Directors, dedicated departments, and a working group. This system is responsible for monitoring, supervising, and managing issues and activities associated with climate-related risks and opportunities. The ESG Committee serves as the highest consultative body, spearheading the management of ESG risks and the expansion of business opportunities throughout the company. It receives and resolves issues related to ESG management. After a resolution to change the committee's composition at the fourth regular board meeting in March 2023, the committee includes two outside directors (including the chairperson) and one inside director.
ESG Committee within the BoD
External/ESG Policy
Green Impact
ESG Working Group
Procurement & Green Partnership Compliance Human Rights HR Win-win Growth
Information Protection & Project Flower BOD Secretariat Green Internet Commerce Risk Management
**Name of**
**Committee** **the Committee**
**Composition** **Key activities** **name** **members**
**(directors)**
ESG 2 Outside Byun Jae-Sang - Review and manage key ESG risks and opportunities Committee Directors (Chairperson) - Perform top-level decision-making on company-wide
Rho Hyeok-joon ESG initiatives
- Identify business items based on environmental and social
1 Inside Chae Sun-joo sustainability and make related investment decisions Director - Establish climate change response strategy and direction
- Manage ESG information disclosure and external
communication
- Execute social contribution programs, etc.
- As of March 2024
### GOVERNANCE
###### ESG Committee within the BOD
**NAVER ESG Committee's Activities in 2023** The ESG Committee within the BOD convenes quarterly, with climate and environmental issues reported at least twice a year. The committee reviews NAVER's mid-to long-term strategies for climate mitigation and adaptation, approves major ESG initiatives, and oversees the management and monitoring of goals and their implementation concerning climate-related issues.
In 2023, the ESG Committee convened four times, addressing key issues including the revision of NAVER's comprehensive ESG strategy, management plans for ESG across its affiliates, the publication of Integrated Report, and contributions towards disaster recovery. In the environmental sector, the committee approved a direct power purchase agreement (PPA) with the Korea Water Resources Corporation for renewable energy (small hydropower), as a tangible step toward achieving NAVER's "2040 Carbon Negative" environmental strategy.
### GOVERNANCE
###### Executive Management and Dedicated Organizations
The CEO participates in the decision-making process for executing climate change mitigation and adaptation strategies, investing in ESG projects, and managing various capital financing issues. Particularly, the CEO leads the identification of environmentally sustainable business opportunities within the commerce industry to promote the transition to a low-carbon economy and expand green business prospects.
The Board of Directors approves the annual budget and governs major capital expenditures, acquisitions, and divestitures. Additionally, the External/ESG Policy Representative, a registered executive officer as well as a member of the ESG Committee, oversees strategies to minimize climate change risks and maximize opportunities, underpinned by their authority in shaping NAVER's climate response strategies, related investments, and capital financing. This role actively involves communicating with internal and external stakeholders to clarify NAVER's climate response direction and advance implementation measures. "Green Partnership," an ESG-focused environment department within the External/ESG Policy division, develops and executes policies aimed at transitioning to renewable energy, discovering eco-friendly services, and fostering partnerships to achieve the "2040 Carbon Negative" goal, along with monitoring and reporting on the environmental management system.
"Env. Operation," a working group under the Green Partnership department, manages the setup, operation, improvement, and certification of the environmental management system. It continuously reviews and enhances environmental practices across various business areas and workplaces, taking into account NAVER's businesses. Furthermore, it enhances the environmental management capabilities at each workplace through specialized training in environmental fields. The Internal Carbon Pricing TF, a task force under Green Partnership, develops and implements systems that enhance climate change awareness among employees and involve the supply chain, using an internal carbon pricing approach.
Environmental improvement initiatives are communicated to "Green Impact," a department dedicated to ESG management and a secretary to the ESG Committee, ensuring the initiatives are aligned with NAVER's 7 ESG Management Strategies.
### RISK MANAGEMENT
###### Climate Change Risk Management Framework
###### Risk/Opportunity Identification
NAVER continuously monitors climate-related policies, regulations, and requirements from major rating agencies to assess their applicability to the company. Additionally, NAVER conducts an annual materiality analysis involving employees and stakeholders to identify and evaluate major risks and opportunities that climate change could pose on its business, and develops response measures for key issues. The results are disclosed in the TCFD report.
###### Risk Management System
NAVER regularly assesses climate change risks and opportunities that could affect its business, incorporating them into a comprehensive corporate risk management process aligned with the overall business strategy.
Our office buildings and data centers are managed by relevant departments that continually assess and manage operational environmental risks and opportunities. We also implement green procurement strategies for the construction and operation of eco-friendly facilities. Moreover, company-wide climate change risks are systematically reviewed and identified by ESG management units under the guidance of the External/ESG Policy Representative, along with external consultations on the development of short-, mid-, and long-term strategic responses. The External/ESG Policy Representative evaluates mid-to-long-term investments and funding for risk mitigation, while the ESG Committee within the BOD makes final decisions on the direction and allocation of resources for non-financial risk management. Additionally, should severe disasters related to climate change occur, the Risk Management Committee under the BOD and the overall corporate risk management department oversee business continuity planning.