Corporate Governance Integrity
Governance
Strategy
Metrics and Targets
Decision-Making and Implementation Framework
Studio Dragon practices sustainability management based on rational and responsible decision-making centered on the Board of Directors. The Board oversees sustainability management across the organization and strengthens management accountability by serving as an active check and balance on executive leadership. To establish transparent governance, Studio Dragon maintains a Board of Directors comprising 2 executive directors, 1 independent director, and 1 non-executive director, for a total of 4 members, along with 1 auditor. The Board operates 3 committees. The Finance Team, a dedicated support organization for the Board, manages all operational matters related to Board activities, including meetings, training, and performance evaluations.
As of December 31, 2025, Studio Dragon's Board of Directors consists of 2 executive directors, 1 independent director, and 1 non-executive director, totaling 4 members. To facilitate prompt decision-making, the CEO serves concurrently as Board Chair. Studio Dragon has completed enrollment in directors and officers liability insurance, which provides compensation for damages in the event that Board members face claims resulting from misconduct in the performance of their duties.
Board of Directors: Role and Responsibility
Studio Dragon operates its Board of Directors in accordance with the Corporate Governance Charter to establish transparent and advanced governance. Its objective is to faithfully reflect shareholders' views in management and to operate the Board of Directors effectively as the highest decision-making body. Under the professional and independent oversight of the Board of Directors, the company is committed to enhancing shareholder value through transparent and sound management and to continuously promoting the balanced interests of stakeholders, including customers, employees, and business partners. Studio Dragon's Corporate Governance Charter and Board Regulations are transparently disclosed on its website.
Board of Directors Composition
Board Skill Matrix
*As of March 31, 2026
Position | Name | Gender | Age | Board of Directors Membership | Term Expiry | Area of Expertise | Career Highlights | Tenure (months) |
|---|---|---|---|---|---|---|---|---|
CEO | Jang, | Male | 53 | •Chair, Board of Directors | Aug. 2027 | •Finance / | •Current) CEO, Studio Dragon •Former) CEO, NEW | 19 |
Executive Director | Yu, | Male | 54 | •Board of Directors | Mar. 2027 | •Leadership / •Industry | •Current) Head, IP Strategy Division, •Former) Head, New Growth Planning | 24 |
Independent Director | Kim, | Male | 61 | •Board of Directors | Mar. 2029 | •Leadership / | •Current) Professor, College of Media & | 36 |
Non-Executive Director | Kim, | Female | 46 | •Board of Directors | Mar. 2029 | •Leadership / | •Current) Head, IP Business Division, •Former) Head, Content Strategy, | 0 (Newly Appointed) |
Category | Name | Finance / Accounting | Leadership / Management | Legal / Policy | ESG | Global Business | Industry |
|---|---|---|---|---|---|---|---|
Executive Director | Jang, Kyung Ik | ● | ● | ● | ● | ● | |
Yu, Sang Won | ● | ● | ● | ● | |||
Independent Director | Kim, Seong Cheol | ● | ● | ● | ● | ● | |
Non-Executive Director | Kim, Ji Youn | ● | ● |
Board of Directors Committees
Studio Dragon's Board of Directors has established and operates three committees: the Independent Director Nomination Committee, the Sustainability Management Committee, and the Internal Transactions Committee. Each committee is chaired by an independent director to ensure Board independence. All committees may seek expert advice as needed, in accordance with Board Regulations.
Key Responsibilities by Committee
Committee | Key Responsibilities | Chair | Members |
|---|---|---|---|
Independent Director Nomination Committee |
| Kim, Seong Cheol (Independent Director) |
|
Sustainability Management Committee |
| Kim, Seong Cheol (Independent Director) |
|
Internal Transactions Committee |
| Kim, Seong Cheol (Independent Director) |
|
Studio Dragon operates a management system centered on the Internal Transactions Committee and the Board of Directors to prevent and mitigate conflicts of interest. The company conducts prior review and reporting procedures for related-party transactions, inter-company transactions, and other potential conflicts of interest, and manages them in accordance with applicable laws and internal regulations. Additionally, key conflict-of-interest matters—including cross-shareholding relationships, controlling shareholder status, related-party transactions, and outstanding balances—are transparently disclosed to stakeholders through the Business Report (Section II: Business Description and Section VIII: Matters Related to Executives and Employees, etc.).
Board of Directors Independence
Studio Dragon's directors are prohibited from serving concurrently as directors, executive officers, or auditors at two or more other companies, in accordance with the legal standards required by the Commercial Act of the Republic of Korea. Additionally, Studio Dragon’s Corporate Governance Charter explicitly sets forth provisions on the independence of independent directors. The company operates the Independent Director Nomination Committee under the Board of Directors to ensure fair selection of candidates who possess both independence and expertise. Furthermore, the company has established a decision-making framework that enables substantive oversight and checks on executive management by appointing independent directors as chairs of all Board committees. Through these independent director appointments and committee operations, Studio Dragon will continue to strengthen the Board’s independence.
Board of Directors Expertise and Diversity
Studio Dragon recognizes that Board of Directors diversity is a core element for sustainable corporate growth and innovation, and has continued to strengthen the diversity of Board of Directors composition. As part of these efforts, in March 2026, the company appointed one female non-executive director in consideration of gender diversity, expanding the proportion of female directors on the Board of Directors to 25%. Going forward, Studio Dragon plans to enhance its decision-making framework through Board of Directors composition that reflects diverse backgrounds and perspectives, including gender, expertise, and career experience. Currently, Studio Dragon's Board of Directors comprises four directors with expertise across diverse fields including management, strategy, content, production, and IP business, including one female non-executive director. Each director contributes to the company's strategic decision-making based on deep understanding of and expertise in the content industry.
Appointment of Directors
All directors at Studio Dragon are appointed through shareholder resolution. Independent directors are appointed from candidates recommended by the Independent Director Nomination Committee. Candidates recommended by the committee undergo Board of Directors deliberation, are selected as final candidates, and are then presented as individual agenda items at the shareholders' meeting for appointment as directors. Studio Dragon's Independent Director Nomination Committee ensures fairness and transparency by appointing an independent director as its chair. When recommending and appointing independent director candidates, the committee considers expertise, potential relationships and interest, the number of consecutive terms, and other factors. The company also conducts a comprehensive review of potential conflicts of interest with Studio Dragon and grounds for disqualification from independence.
Board of Directors Operations
Board of Directors Activities
2025 Board of Directors: Key Resolutions
No. | Date | Key Resolutions |
|---|---|---|
1 | Feb. 12, 2025 | Approval of 9th Period Financial Statements and Business Report; Report on 2024 Internal Accounting Management System Operations |
2 | Feb. 25, 2025 | Confirmation and Convocation of 9th Regular Shareholders' Meeting Agenda; Approval of Treasury Stock Acquisition |
3 | Feb. 26, 2025 | Approval of Treasury Stock Disposition |
4 | Mar. 12, 2025 | Approval of Related Party Transactions with Directors and Others (Q2 2025); Audit Report on Internal Accounting Management System Operations; Report on Compliance Officer Compliance Control Standards Inspection Results |
5 | May 8, 2025 | Approval of Studio Dragon Investments Capital Increase Participation; Selection of 2025 Material Topics for Sustainability Management; Evaluation of 2025 Studio Dragon Board of Directors, Committees, and independent directors; Report on 2025 Q1 Results; Report on Internal Accounting Management System Progress |
6 | Jun. 26, 2025 | Approval of Short-Term Borrowing Extension; Approval of Executive Rules Amendment; Approval of Related Party Transactions with Directors and Others (Q3 2025); Report on Sustainability Report Publication; Report on Integrated Risk Management Framework; Report on Greenhouse Gas Inventory Development |
7 | Aug. 7, 2025 | Report on 2025 Q2 Results |
8 | Sep. 30, 2025 | Approval of Related Party Transactions with Directors and Others (Q4 2025) |
9 | Nov. 6, 2025 | Approval of 2026 Sustainability Management Key Implementation Strategy; Report on 2025 Q3 Results |
10 | Dec. 30, 2025 | Approval of 2026 Climate Change Response Key Implementation Strategy; Approval of 2026 Social Contribution Implementation Strategy; Approval of Related Party Transactions with Directors and Others (2025 Total Transaction Amount); Approval of Related Party Transactions with Directors and Others (2026 and Q1); Report on 2025 Sustainability Management Performance; Report on 2025 Board of Directors and Committee Evaluation Results and Improvement Plan Development |
Committee Activities
2025 Independent Director Nomination Committee: Key Resolutions
No. | Date | Key Resolutions |
|---|---|---|
1 | Dec. 30, 2025 |
|
2025 Sustainability Management Committee: Key Resolutions
No. | Date | Key Resolutions |
|---|---|---|
1 | Jun. 26, 2025 |
|
2 | Nov. 6, 2025 |
|
3 | Dec. 30, 2025 |
|
2025 Internal Transactions Committee: Key Resolutions
No. | Date | Key Resolutions |
|---|---|---|
1 | Mar. 12, 2025 |
|
2 | Jun. 26, 2025 |
|
3 | Sep. 30, 2025 |
|
4 | Dec. 30, 2025 |
|
Governance-Related Risks and Opportunities
Studio Dragon is strengthening the independence, expertise, and diversity of its Board of Directors to ensure soundness and transparency of its governance and to establish a responsible decision-making framework. Insufficient independence and expertise in Board composition may undermine decision-making transparency and accountability, potentially eroding investor and stakeholder trust. Additionally, recent regulatory strengthening—including amendments to the Commercial Act—may create operational burdens and costs associated with Board composition and internal control system improvements. Conversely, continuously advancing the governance framework and enhancing Board capabilities can improve decision-making transparency and accountability, and enhance corporate value by strengthening investor confidence and improving ESG ratings.
Board of Directors Training
Independent Director Education
Studio Dragon operates a systematic education program to strengthen the risk management capabilities and expertise of independent directors. Beginning in 2022 with an initiative to enhance broad understanding of ESG, the company has expanded its education scope from 2023 onward to focus on corporate governance and compliance management, progressively advancing the education framework. In particular, Studio Dragon conducts joint training with CJ ENM on Directors' Regulatory Oversight Duties and Compliance. In 2025, the company implemented advanced education centered on compliance management risks and response strategies within the media industry, strengthening independent directors' understanding of industry-specific risks. Going forward, Studio Dragon will continue to advance its education programs to reflect industry characteristics and changes in the business environment, thereby enhancing the Board of Directors' understanding of the company and decision-making capabilities.
Independent Director Training Content
Date | Aug. 07, 2025 |
|---|---|
Attendees | 4 independent directors from CJ ENM, 1 independent director from Studio Dragon |
Key Training Topics | Media Industry Compliance and Risk Management: Current Status and Response Strategy |
Training Provider | CJ ENM Legal/Compliance Department, CJ ENM Finance Department |
Director Evaluation and Compensation
Board of Directors and Director Evaluation
Studio Dragon introduced a Board of Directors and director evaluation system in 2024 to enhance governance transparency and improve operational efficiency. The evaluation is conducted annually through an online self-assessment completed by independent directors and assesses the Board's fulfillment of its responsibilities and roles as well as operational effectiveness. The 2024 Board evaluation, conducted in March 2025, found that the Board is operating at a high standard overall with no material deficiencies. Studio Dragon plans to use evaluation results as a basis for director reappointment decisions and will actively apply the findings to inform Board operational direction and identify areas for improvement.
Board of Directors and Director Evaluation
Subject | Independent Director |
|---|---|
Frequency | Once per year |
Items | Board of Directors Operating Efficiency
Board of Directors Role and Responsibility
|
Method | Multiple-choice questions on a 5-point scale, open-ended questions, yes/no questions |
Director Compensation
The compensation limit for registered directors, including executive directors, is determined by the shareholders' meeting and operates within that approved range. Bonuses are determined in accordance with executive rules approved by the Board of Directors, reflecting a comprehensive assessment of both financial performance—including revenue and operating profit—and non-financial performance factors such as their contributions to the company, roles, and responsibilities.
Enhancing Shareholder Value
Shareholder Composition
As of December 31, 2025, Studio Dragon's principal shareholders holding 5% or more of outstanding shares are CJ ENM Co., Ltd. (the largest shareholder) and NAVER Corporation. Studio Dragon maintains 100% ownership of nine subsidiaries: six domestic and three international.
Studio Dragon Shareholder Composition
Shareholder | Shareholding Percentage1) |
|---|---|
CJ ENM Co., Ltd. | 54.4% |
Other | 34.5% |
NAVER Corporation | 6.3% |
NETFLIX | 4.7% |
Other Related Parties | 0.2% |
1) Individual shareholding percentages may not sum to 100% due to rounding to the second decimal place
Studio Dragon Subsidiary Equity Ownership
Domestic | International | |||
|---|---|---|---|---|
Hwa&dam Pictures, Inc | 100% | Studio Dragon Investments, LLC | 100% | |
D+Studio | 100% | Studio Dragon Productions, LLC | 100% | |
GT:st Co., Ltd. | 100% | Studio Dragon International, Inc. | 100% | |
Next Scene | 100% | |||
Gill Pictures Co., Ltd. | 100% | |||
JS Pictures Co., Ltd. | 100% | |||
Shareholder Rights Protection
Studio Dragon upholds shareholder rights as prescribed under the Commercial Act of the Republic of Korea, and convenes an annual shareholder meeting to enable shareholders to exercise their rights effectively. In accordance with Article 542-4 of the Commercial Act, the company discloses detailed information regarding the meeting venue, agenda, and other matters on the electronic disclosure system and its website at least two weeks prior to the shareholder meeting, supporting shareholders' informed exercise of voting rights. The company also facilitates indirect voting for shareholders who face physical or time constraints preventing direct attendance. Since 2019, Studio Dragon has introduced electronic voting and implemented a proxy voting solicitation system, continuously enhancing shareholder convenience. Going forward, the company plans to improve its operational processes to announce shareholder meeting notices earlier than the two-week minimum required by the Commercial Act. Studio Dragon will also participate in the voluntary compliance program for distributed shareholder meetings and remain committed to supporting shareholders' exercise of voting rights and protecting shareholder interests.
Shareholder Return Policy
Studio Dragon has established a shareholder return policy that balances sustained growth with enhancement of shareholder value. Reflecting the characteristics of the content investment industry, the company prioritizes securing investment resources to support continued growth, and plans to progressively expand shareholder returns once it achieves stable profitability and cash-generation capacity.
Target | Studio Dragon determines its level of shareholder return by comprehensively considering key financial metrics, including consolidated free cash flow (FCF) and operating profit margin with the goal of progressively expanding shareholder returns in step with improvements in financial performance. Currently, as Studio Dragon is in the stage of building a foundation for growth, including the expansion of IP-based businesses, it plans to withhold dividends until it reaches an operating profit margin of approximately 10%. Following that milestone, once the company achieves positive free cash flow, CAPEX stabilization, and an operating profit margin of 10% or higher, it plans to actively consider shareholder return measures, including dividends. Studio Dragon will continue to communicate related policies and implementation progress through Business Reports and relevant disclosures.
Phase | Free Cash Flow (FCF) | Operating Profit Margin (OPM) | Shareholder Return Ratio |
|---|---|---|---|
Phase 1 | - | Below 10% | - |
Phase 2 | + | 10~15% | 20% |
Phase 3 | + | 15% or more | 30% |
Metrics | Net Profit, Free Cash Flow (FCF), Operating Profit Margin, CAPEX, Shareholder Return Ratio
Target Achievement Rate | Studio Dragon is currently prioritizing business expansion and profitability improvement based on the expansion of global projects and new business ventures. Accordingly, the company has not implemented shareholder returns such as dividends. However, upon achieving target levels for key financial metrics, the company plans to pursue active shareholder return policies, including dividends, on a phased basis.
Given the current stage of the company's strategic focus, the calculation of target achievement rates is limited. Following the initiation of dividends, the company plans to systematically manage progress based on dividend payout ratio and shareholder return rate metrics.
In accordance with its articles of incorporation, Studio Dragon may implement dividends through resolutions of the Board of Directors and shareholders' meeting. At its 7th Annual General Meeting in 2023, the company amended its Articles of Incorporation so that the Board of Directors—rather than the start of the fiscal year, as previously required—may determine the dividend record date for fiscal year-end profit distributions. This allows Studio Dragon to respond flexibly to changes in the business environment and enhances both the feasibility and predictability of its shareholder return policy. Going forward, Studio Dragon will maintain a stable financial foundation while managing the balance between investment and shareholder returns, thereby pursuing sustained growth in corporate value and maximization of shareholder value.
Metrics and Targets
Studio Dragon monitors metrics—including the proportion of female directors, Board of Directors meeting frequency, and director attendance rates—to establish transparent governance and ensure efficient Board operations. Based on its 2025 performance, the company will maintain 100% Board attendance in 2026 and work to expand the proportion of independent directors and female directors over the medium to long term, thereby strengthening the independence, expertise, and diversity of its Board of Directors.
Category | Unit | 2023 | 2024 | 2025 | |
|---|---|---|---|---|---|
Board of Directors Diversity | Female Director Ratio1) | % | 33 | 0 | 0 |
Board of Directors Meetings | Number of Board of Directors Meetings | Meeting | 13 | 11 | 10 |
Number of Agenda Items Presented to the Board of Directors | Item | 32 | 43 | 30 | |
Number of ESG Agenda Items Presented to the Board of Directors2) | Item | 13 | 16 | 8 | |
Director Attendance Rate | Executive Director Attendance Rate | % | 100 | 100 | 100 |
Independent Director Attendance Rate | % | 100 | 100 | 100 | |
Committee Attendance Rate | Independent Director Nomination Committee Attendance Rate | % | 100 | 100 | 100 |
Sustainability Management Committee Attendance Rate | % | 100 | 100 | 100 | |
Internal Transactions Committee Attendance Rate | % | 100 | 100 | 100 |
1) The appointment of one female director in March 2026 increased the female director ratio to 25%; however, this was not included in the 2025 quantitative
performance.
2) Regarding ESG agenda items presented to the Board of Directors in 2025, the number of agenda items changed compared to the prior year as a result of
streamlining decision-making through consolidated reporting of related agenda items that were previously reported individually.