Sound and Sustainable Governance
Commitment
Noul recognizes that establishing a sound and transparent governance structure is a fundamental foundation for sustainable growth and for securing the trust of shareholders and stakeholders. Accordingly, Noul is enhancing transparency and efficiency in its business and organizational operations by establishing a responsible Board-centered decision-making structure and a rigorous internal control system. In line with the company's growth stage, Noul will proactively review and strengthen sound governance practices that meet the legal requirements applicable to a listed company and the expectations of the capital market.
Noul also undertakes systematic and strategic management efforts to ensure that management principles grounded in its sustainability philosophy are consistently reflected throughout its business and organizational operations and translate into the company's growth and performance. In particular, recognizing employee participation as a key driver in embedding sustainability throughout the organization, Noul will continue to foster systems and a culture that enable employees to understand the company's management philosophy and put it into practice in their work and everyday lives.
Approach
We establish a responsible Board-centered decision-making and oversight system.
We strengthen management transparency and soundness through internal control and risk management systems.
We integrate our sustainability philosophy throughout management and systematically manage mid- to long-term directions and performance under the oversight of the Board and management.
We continuously enhance organizational capabilities and implementation levels through a PDCA-based sustainability implementation and improvement system.
Monitoring Metrics
Ratio of independent directors on the Board
Board gender diversity
Board attendance rate
Introduction of electronic voting and electronic proxy authorization systems
Selected as an Excellent Disclosure Corporation
Penalty points for disclosure violations
Cumulative employee
completion rate for sustainability training
Progress
Corporate Governance
As of the end of the reporting period, Noul's Board consisted of three inside directors and three independent directors, or outside directors, including five men and one woman. The independent directors provide independent perspectives during the Board's decision-making process based on their expertise in law, healthcare, accounting and auditing. David Lim, the founder and CEO, serves as Chair of the Board to ensure management stability and responsible decision-making. In March 2025, Noul also proactively established the Audit Committee, despite not being legally required to do so, to strengthen management transparency and internal oversight.
Board Composition
| Name | Area of Expertise | Key Experience | Term | Independence | Audit Committee Member |
|---|---|---|---|---|---|
| Chanyang Lim | Overall management (R&D) |
(Current) CEO, Noul Co., Ltd. (Former) Director, Sol Investment Co., Ltd. (Former) Team Leader, Partners Investment (Former) Head of Business Division, MGB Endoscopy Co., Ltd. |
2015.12. - 2027.03. (reappointed in 2024.03.) |
||
| Kyunghwan Kim | Law, patents and quality | (Current) Vice President and CPO, Noul Co., Ltd. (Former) Attorney, Legal Team, KT (Former) Senior Researcher, Future IT Convergence Research Institute, LG Electronics (Former) Associate Researcher, LeadTech Co., Ltd. |
2015.12. - 2028.03. (reappointed in 2025.03.) |
✓ | |
| Jungkwon Ahn | Sustainability strategy and HR and organization | (Current) Vice President and COO, Noul Co., Ltd. (Former) CSO, Slowalk (Former) Senior Auditor, British Standards Institution (Former) Senior Researcher, POSCO Research Institute |
2018.03. - 2026.03. (reappointed in 2026.03.) |
||
| SeonJee Lee | Law and compliance | (Current) Attorney, Kim & Chang (Current) Member, Public-Private Partnership Review Committee, Ministry of Economy and Finance (Former) Member, Statutory Interpretation Review Committee, Financial Services Commission (Former) Member, Dispute Mediation Review Committee, Korea Exchange |
2021.08. - 2027.03. (reappointed in 2024.03.) |
✓ | |
| Seongsoo Jang | Medical diagnostic technology | (Current) Professor, Department of Laboratory Medicine, Asan Medical Center (Former) Chair, Korean Society of Hematology (Former) Resident, Department of Clinical Pathology, Hanyang University |
2021.08. - 2027.03. (reappointed in 2024.03.) |
✓ | ✓ |
| Jungbo Kim | Accounting and auditing | (Current) CEO, Sejin Accounting Corporation (Former) Auditor, Noul Co., Ltd. (Former) Director, Sehyun Accounting Corporation (Former) Representative, Jungbo Kim Tax and Accounting Office (Former) Certified Public Accountant, Sedong Accounting Corporation |
2025.03. - 2028.03. (appointed in 2025.03.) |
✓ | ✓ |
Committees under the Board
Audit Committee
The Audit Committee has the authority to audit the company's business and accounting, review the independence of the external auditor, and appoint or dismiss the external auditor. It includes an accounting and finance expert to ensure the necessary expertise.
| Position | Name | Category | Gender | Accounting and Finance Expert |
|---|---|---|---|---|
| Chair | Jungbo Kim | Independent Director | Male | ✓ |
| Member | Seongsoo Jang | Independent Director | Male | - |
| Member | Kyunghwan Kim | Inside Director | Male | - |
Chaired by Jungbo Kim, who has more than 20 years of experience in accounting and auditing, the Audit Committee also includes Seongsoo Jang, who has expertise in medical diagnostics, and Kyunghwan Kim, who has expertise in law and compliance. This composition provides expertise spanning both finance and the company's overall business.
The Audit Committee reviews financial soundness and the internal control system through the following activities.
(1) Conducting audit activities
Through regular quarterly meetings and additional meetings where necessary, the Audit Committee reviewed the reliability of the financial statements and assessed the operation of the Internal Accounting Control System. The Audit Committee Chair communicated with the external auditor to support the smooth and independent conduct of the external audit.
(2) Oversight of financial and risk management
The Audit Committee reviewed major financial matters and legal risks and strengthened its advance review of Board agenda items. It also independently assessed whether the company's mid- to long-term strategy was being implemented within a framework of financial soundness.
(3) Review of the internal control system
In cooperation with the directors responsible for compliance and internal finance, the Audit Committee assessed the effectiveness of internal control processes, proactively identified potential financial risks, and proposed directions for improvement.
In addition to the Audit Committee's independent audit activities, Noul is strengthening its support system to enable the Board to make sound decisions based on sufficient information. Materials related to agenda items are provided to each director before Board meetings, and individual explanations are provided where necessary to support their understanding of the agenda.
At quarterly Board meetings, the CEO also shares updates on the company's development, sales, production and operations with independent directors, enabling the Board to gain a sufficient understanding of overall management and perform objective oversight and advisory roles. Noul plans to continue developing its support system so that the Board can perform its independent and objective role based on sufficient information.
2025 Board Activities and Attendance
| Number of Meetings | Resolutions | Reports | Board Attendance Rate |
|---|---|---|---|
| 8 | 13 | 4 | 100% |
Key Board Resolutions and Reports in 2025
- Report on the operation of the Internal Accounting Control System
- Approval of the Corporate Value Enhancement Plan
- Introduction of electronic voting and electronic proxy authorization systems
- Establishment of the Audit Committee Operating Regulations
Protection of shareholders' voting rights
Noul schedules its annual general meeting on a date other than the peak annual general meeting dates designated by the Korea Exchange, enabling more shareholders to participate. Since the company's establishment, its Articles of Incorporation have also stipulated that shareholders may exercise their voting rights by proxy when they are unable to attend in person, thereby safeguarding their voting rights. In addition, Noul introduced electronic voting and electronic proxy authorization systems at the annual general meeting in March 2025, allowing shareholders to exercise their voting rights without restrictions of time or location.
Investor communication
In February 2025, Noul established and disclosed a three-year Corporate Value Enhancement Plan, sharing its mid- to long-term direction for enhancing shareholder value. It continued to share implementation progress and key achievements, strengthening communication with shareholders. Following its half-year and annual earnings announcements, Noul conducted non-deal roadshows for domestic and international institutional investors to explain its business strategy, financial position and growth plans and collect investor feedback. In 2025, Noul also held 11 corporate presentations and 102 IR meetings and contributed to or participated in 28 major media articles and interviews, expanding communication channels with a wide range of stakeholders, including institutional and individual investors and analysts.
In addition, Noul strengthened its advance disclosure review process in 2025, maintaining zero penalty points for disclosure violations and zero corrective disclosures resulting from incomplete information. In the first half of 2026, Noul expanded digital investor communication by establishing a Telegram channel and operating live online corporate presentations. Despite this expansion, however, some shareholders and stakeholders expressed concerns regarding the company's ability to communicate management developments effectively and in a timely manner. From the second half of 2026, Noul will therefore focus on enhancing the qualitative standard of communication, including the timeliness of information delivery. Noul will continue to protect shareholder rights through transparent disclosure and diligent market communication and pursue responsible IR activities to enhance corporate value while actively gathering stakeholder feedback.
Noul designs and operates its Internal Accounting Control System in accordance with the 「Conceptual Framework for the Design and Operation of the Internal Accounting Control System」 issued by the Internal Accounting Control System Steering Committee. Each year, Noul selects key control activities and assesses their operating effectiveness. In 2025, its 11th fiscal year, the company focused on assessing the design and operation of 37 processes, including a total of 17 key control activities in financial reporting and fund management processes.
The assessment confirmed that company-wide fraud prevention programs and cross-controls, including the segregation of approval authority for fund disbursements, were operating effectively. External auditor Samil PricewaterhouseCoopers also concluded that no matters had been identified that were inconsistent with Chapter 4, "Application to Small and Medium-Sized Enterprises," of the 「Best Practice Guidelines for the Evaluation and Reporting of the Internal Accounting Control System」.
Noul transparently discloses its annual, quarterly and half-year reports in accordance with the 「Financial Investment Services and Capital Markets Act」. In 2025, its 11th fiscal year, the fulfillment of capitalization requirements and impairment assessment for development costs related to new product development were selected as key audit matters and subject to focused audit procedures. Noul received an unmodified opinion from its external auditor on the financial statements as a whole for the year.
In 2026, Noul plans to further systematize its overall financial operations and improve operational efficiency in connection with the introduction of a new ERP system. It will also proactively address foreign exchange management risks associated with expanding global sales by reorganizing related processes and establishing standardized procedures, thereby advancing its risk management capabilities.
Governance for Sustainability
The Board has final decision-making authority over company-wide sustainability initiatives and performs an overall oversight role covering the establishment of sustainability policies, performance evaluation and improvement. Since Noul's early years, the executive responsible for sustainability strategy has served as a Board member and Chief Sustainability Officer (CSO), leading the company's sustainability strategy. Since 2025, this executive has concurrently served as Chief Operating Officer (COO), helping ensure that the sustainability strategy is meaningfully embedded throughout company management.
In accordance with the Articles of Incorporation, the executive responsible for sustainability reports the company's key sustainability matters, including economic, environmental and social issues, to the Board, which reviews and approves them. In 2025, the Board reviewed and approved the Sustainability Report covering the previous fiscal year's business and activities and social value outcomes.
Noul also has a dedicated organizational function responsible for sustainability strategy development, performance management and social value measurement, enabling it to systematically manage ESG matters from the perspective of risks and opportunities. Through regular reporting to management and ongoing collaboration with departmental leaders, this function coordinates and supports efforts to ensure that management decisions go beyond declarations and translate into tangible organizational performance.
Noul operates and progressively improves its sustainability performance and risk management system based on the PDCA (Plan-Do-Check-Act) cycle.
In terms of performance management, Noul establishes and implements semiannual action plans based on its mid- to long-term sustainability improvement plan. It regularly reviews the effectiveness of these plans and incorporates the results to continuously improve performance.
In terms of risk management, Noul established a company-wide operational risk monitoring process in July 2025 and regularly reviews major non-financial risks, including occupational health and safety, laws and regulations, the environment, DEI (diversity, equity and inclusion), and information security. Taking into account the organizational and financial resources available at its current growth stage, Noul prioritizes risks according to their impact on stakeholders and business operations and concentrates its management capabilities on issues of high materiality. Identified risks and monitoring results are shared with management and leadership. Matters that may have a material impact on organizational operations or stakeholders are reported to the Board where necessary.
Noul operates two training programs to enable employees to understand the company's management philosophy and put it into practice proactively throughout their work and workplace life. Sustainability onboarding training for new hires is designed to improve their understanding of the company's sustainability implementation framework and major activities. "Sustainability 101" is mandatory company-wide training that a certain number of employees must complete and consists of six sessions covering activities such as learning from sustainability cases and proposing ideas for internal improvements.
In 2025, "Sustainability 101" was held once, with all nine participating employees completing the program. Since the training was introduced in 2021, the cumulative completion rate has reached approximately 45%, and six ideas proposed by employees have been reflected in actual improvements to internal systems and operations. Until 2024, the training was held twice a year in consideration of the influx of new hires accompanying organizational growth and the cumulative completion rate. In the second half of 2025, however, company-wide resources were concentrated on responding to changes in the internal and external management environment, and the training schedule was adjusted to one session in the first half of the year.
In addition, since 2017, Noul has presented an annual "Sustainability Award" to employees who identify and implement sustainability improvements in their work and workplace life, encouraging and supporting voluntary employee initiatives. Noul plans to continue developing the format and content of its training in line with the organization's growth stage and employee needs.
Sustainability 101 Training Program — Company Visit