Board Composition

Inside Director
바카라 전략

Jang Cheol Hyuk

PositionCo-CEO

Job Supervision ofAll Businesses

Tenure3yrs

Date of Appointment2023.03.31

Date of Initial Appointment2023.03.31

Major ExperienceCurr) SM Entertainment Co-CEO
SKINFOOD CFO
Samil PwC Director

바카라 전략

Tak Young Jun

PositionCo-CEO

Job Supervision ofAll Businesses

Tenure3yrs

Date of Appointment2024.03.27

Date of Initial Appointment2024.03.27

Major ExperienceCurr) SM Entertainment Co-CEO
Curr) SM Entertainment COO
SM Entertainment Head of Singer Management Division

바카라 전략

Choi Jung Min

PositionInside Director

Job Supervision ofGlobal Business

Tenure3yrs

Date of Appointment2023.03.31

Date of Initial Appointment2023.03.31

Major ExperienceCurr) SM Entertainment Inside Director
Curr) Head of SM Entertainment Global Business Center
Head of SM Entertainment International Support Center

Outside Director

Kim Kyu Shik

PositionOutside Director

Job Supervision ofBusiness Strategy

Tenure3yrs

Date of Appointment2023.03.31

Date of Initial Appointment2023.03.31

Major ExperienceCurr) SM Entertainment Outside Director
Curr) Chairman of Korean Corporate Governace Forum’s
Curr) Director/Portfolio Manager of Ternary Fund Management

Kim Tae Hee

PositionOutside Director

Job Supervision ofBusiness Strategy

Tenure3yrs

Date of Appointment2023.03.31

Date of Initial Appointment2023.03.31

Major ExperienceCurr) SM Entertainment Outside Director
Curr) Representative Attorney at Pyeongsan Law Firm
Curr) Non-executive Judge at Prime Minister Tax Tribunal

Moon Jung Bien (Jon)

PositionOutside Director

Job Supervision ofBusiness Strategy

Tenure3yrs

Date of Appointment2023.03.31

Date of Initial Appointment2023.03.31

Major ExperienceCurr) SM Entertainment Chairman of the Board
Curr) SM Entertainment Outside Director
Curr) Professor at Korea University Business School
Curr) Chief Editor of Journal of Strategic Management

Lee Seung Min

PositionOutside Director

Job Supervision ofBusiness Strategy

Tenure3yrs

Date of Appointment2023.03.31

Date of Initial Appointment2023.03.31

Major ExperienceCurr) SM Entertainment Outside Director
Curr) Partner Attorney at Peter & Kim
Partner Attorney at SHIN & KIM LLC

Cho Seong Moon

PositionOutside Director

Job Supervision ofBusiness Strategy

Tenure3yrs

Date of Appointment2023.03.31

Date of Initial Appointment2023.03.31

Major ExperienceCurr) SM Entertainment Outside Director
Curr) CEO of Chartmetric
Scrum Ventures Venture Partner

Non-executive Director

Lee Chang Hwan

PositionNon-executive Director

Job Supervision ofBusiness Strategy

Tenure3yrs

Date of Appointment2023.03.31

Date of Initial Appointment2023.03.31

Major ExperienceCurr) SM Entertainment Non-executive Director
Curr) CEO of ALIGN Partners
Director of KKR Korea

Jang Yoon Joong

PositionNon-executive Director

Job Supervision ofBusiness Strategy

Tenure3yrs

Date of Appointment2023.03.31

Date of Initial Appointment2023.03.31

Major ExperienceCurr) SM Entertainment Non-executive Director
Curr) Co-CEO of Kakao Entertainment USA
GSO of Kakao Entertainment

Activities of the Board of 바카라 전략

2024

No.1
2024.01.17
Approval
  • 1. Conclusion of amended contract with SM True바카라 전략
  • 2. Self-dealing contract바카라 전략
  • 3. Self-dealing contract바카라 전략
Report
  • Major activities of compliance officers in 2023
No.2
2024.02.07
Approval
  • 1. FY23 financial statements, etc.바카라 전략
  • 2. Dividends바카라 전략
  • 3. Retirement of treasury shares바카라 전략
  • 4. Self-dealing contract바카라 전략
Report
  • Mid-to-long term business performance forecast
  • Future business and management plans (global expansion and investment strategy)
  • Shareholder return policy
  • The results of the inspection of the operation of the internal accounting management system
No.3
2024.02.29
Approval
  • 1. Sale of non-operating assets바카라 전략
No.4
2024.03.12
Approval
  • 1. Self-dealing contract바카라 전략
  • 2. Self-dealing contract바카라 전략
  • 3. Self-dealing contract바카라 전략
  • 4. Decision to convene the 29th AGM바카라 전략
  • 5. Extension of trust contract for the acquisition of treasury shares바카라 전략
No.5
2024.03.19
Approval
  • 1. Confirmation of FY23 financial statements, etc.바카라 전략
No.6
2024.03.27
Approval
  • 1. Self-dealing contract바카라 전략
  • 2. Dissolution of investment company바카라 전략
  • 3. Conclusion of content supply agreement with Google YouTube바카라 전략
  • 4. Money loan바카라 전략
  • 5. Termination of basic contract for performance production바카라 전략
  • 6. Appointment of chairman of the Board of 바카라 전략바카라 전략
  • 7. Establishment of committee and appointment of committee members바카라 전략
  • 8. Introduction of co-CEO system바카라 전략
  • 5. Co-CEO appointment바카라 전략
Report
  • SM sustainable management strategy framework
  • Publication plan for sustainable management report and the reporting of material issues
No.7
2024.04.23
Approval
  • 1. Self-dealing contract바카라 전략
  • 2. Self-dealing contract바카라 전략
  • 3. Self-dealing contract바카라 전략
  • 4. Self-dealing contract바카라 전략
  • 5. Self-dealing contract바카라 전략
  • 6. Approval of publishing cooperation agreement바카라 전략
  • 7. Money loan바카라 전략
No.8
2024.05.14
Approval
  • 1. Money loan바카라 전략
No.9
2024.05.30
Approval
  • 1. Self-dealing contract바카라 전략
  • 2. Self-dealing contract바카라 전략
  • 3. Self-dealing contract바카라 전략
  • 4. Sale of non-operating assets바카라 전략
No.10
2024.06.27
Approval
  • 1. Self-dealing contract바카라 전략
  • 2. Signing a licensing agreement바카라 전략
  • 3. 2024 Safety and health enforcement바카라 전략
  • 4. Administrative case response바카라 전략
Report
  • SM Entertainment's Sustainability management report
No.11
2024.07.25
Approval
  • 1. Self-dealing contract바카라 전략
  • 2. Self-dealing contract바카라 전략
  • 3. Self-dealing contract바카라 전략
  • 4. Self-dealing contract바카라 전략
  • 5. Extension of commercialization agreement바카라 전략
No.12
2024.08.08
Approval
  • 1. Termination of trust agreement for treasury share acquisition바카라 전략
  • 2. Disposal of treasury shares바카라 전략
  • 3. Retirement of treasury shares바카라 전략
No.13
2024.08.29
Approval
  • 1. Self-dealing contract바카라 전략
  • 2. Self-dealing contract바카라 전략
No.14
2024.09.26
Approval
  • 1. Approval of FX Forward Hedge바카라 전략
No.15
2024.10.31
Approval
  • 1. Self-dealing contract바카라 전략
  • 2. Self-dealing contract바카라 전략
  • 3. Self-dealing contract바카라 전략
  • 4. Self-dealing contract바카라 전략
  • 5. Self-dealing contract바카라 전략
  • 6. Self-dealing contract바카라 전략
No.16
2024.11.28
Approval
  • 1. Self-dealing contract바카라 전략
No.17
2024.12.26
Approval
  • 1. Self-dealing contract바카라 전략
  • 2. Self-dealing contract바카라 전략
  • 3. Self-dealing contract바카라 전략
  • 4. Self-dealing contract바카라 전략
  • 5. Self-dealing contract바카라 전략
  • 6. Self-dealing contract바카라 전략
  • 7. Self-dealing contract바카라 전략
  • 8. Approval of export growth fund loan from Korea Eximbank바카라 전략

2023

No.1
2023.02.07
Approval
  • 1. The provision of the Provisional Outside Director Candidate Recommendation Committee바카라 전략
  • 2. The provisional outside director candidate recommendation committee member appointment바카라 전략
  • 3. The disclosure of dividend payout ratio바카라 전략
No.2
2023.02.07
Approval
  • 1. Detailed Implementation Plan for SM 3.0 Core Growth Strategy
  • 1-1. The business cooperation contract conclusion바카라 전략
  • 1-2. Issuance of convertible bonds바카라 전략
  • 1-3. Capital increase바카라 전략
  • 2. 2023 Safety/Health management plan바카라 전략
  • 3. The lease termination agreement바카라 전략
  • 4. Signing a joint agreement on music copyright authorization바카라 전략
  • 5. The charter of corporate governance enactment바카라 전략
Report
  • Major activities of compliance officers in 2022
No.3
2023.02.20
Approval
  • 1. FY22 financial statements, etc.바카라 전략
Report
  • The results of the inspection of the operation of the internal accounting management system
No.4
2023.02.22
Approval
  • 1. Dividends바카라 전략
  • 2. Decision to convene the 28th AGM바카라 전략
Report
  • shareholder proposal
No.5
2023.02.27
Approval
  • 1. Shareholder return policy establishment바카라 전략
  • 2. A trust contract for the acquisition of treasury stocks바카라 전략
No.6
2023.03.06
Approval
  • 1. The first agenda of February 7th, 2023 BoD change바카라 전략
No.7
2023.03.13
Approval
  • 1. A trust contract for the acquisition of treasury stocks바카라 전략
No.8
2023.03.24
Approval
  • 1. Confirmation of FY22 financial statements, etc.바카라 전략
  • 2. Capital increase participation바카라 전략
  • 3. Capital increase participation and acquisition of old shares바카라 전략
  • 4. Capital increase participation바카라 전략 after revision

Among the agenda items of the board of 바카라 전략 held on March 24th
item 4 was 바카라 전략 after revision of the amount of capital increase during the deliberation of directors and an auditor.

No.9
2023.03.31
Approval
  • 1. The revision of the board of 바카라 전략' regulations바카라 전략
  • 2. The chairman of the Board of 바카라 전략 appointment바카라 전략
  • 3. The introduction of a sole CEO system(Approval of the abolishment of the co-CEO regulation)바카라 전략
  • 4. CEO appointment바카라 전략
No.10
2023.04.10
Approval
  • 1. Contract with Weverse Company Inc.바카라 전략
No.11
2023.04.19
Approval
  • 1. Establishment of committee and appointment of committee members바카라 전략
  • 2. Establishment of committee regulations바카라 전략
Report
  • Identification of material issues on SM's sustainability management
No.12
2023.05.19
Approval
  • 1. Additional limit on Export-Import Bank of Korea's export growth fund loan바카라 전략
No.13
2023.05.30
Approval
  • 1. Self-dealing contract바카라 전략
No.14
2023.06.29
Approval
  • 1. Self-dealing contract바카라 전략
  • 2. Self-dealing contract바카라 전략
  • 3. Self-dealing contract바카라 전략
  • 4. Establishment of human rights management declaration바카라 전략
Report
  • Changes of material issues on SM's sustainability management
  • Sustainability management report
No.15
2023.07.10
Approval
  • 1. Participation in paid-in capital increase바카라 전략 after revision
  • 2. Digital content supply contract with Meta platform바카라 전략

Among the agenda items of the board of 바카라 전략 held on July 10th,
item 1 was 바카라 전략 after revision of the amount of capital increase during the deliberation of directors and an auditor.

No.16
2023.07.19
Approval
  • 1. Self-dealing contract바카라 전략
No.17
2023.08.10
Approval
  • 1. Self-dealing contract바카라 전략
  • 2. Participation in paid-in capital increase바카라 전략 after revision
  • 3. Conclusion of Sales and Purchase Agreement바카라 전략

Among the agenda items of the board of 바카라 전략 held on August 10th,
item 2 was 바카라 전략 after revision of the amount of capital increase during the deliberation of directors and an auditor.

No.18
2023.09.20
Approval
  • 1. Branch abolition바카라 전략
  • 2. Self-dealing contract바카라 전략
  • 3. Self-dealing contract바카라 전략
  • 4. Self-dealing contract바카라 전략
  • 5. Self-dealing contract바카라 전략
  • 6. Self-dealing contract바카라 전략
No.19
2023.10.18
Approval
  • 1. Self-dealing contract바카라 전략
  • 2. Self-dealing contract바카라 전략
  • 3. RSU enforcement바카라 전략
No.20
2023.11.15
Approval
  • 1. Self-dealing contract바카라 전략
  • 2. Self-dealing contract바카라 전략
  • 3. Amendment of agenda item 3 of the board meeting dated October 18, 2023바카라 전략
No.21
2023.12.20
Approval
  • 1. Branch abolition바카라 전략
  • 2. Self-dealing contractHolded
  • 3. Self-dealing contract바카라 전략
  • 4. Self-dealing contract바카라 전략
  • 5. Self-dealing contract바카라 전략
  • 6. Self-dealing contract바카라 전략

2022

No.1
2022.01.11
Approval
  • 1. Establishing a new corporation바카라 전략
  • 2. Conclusion of a stock transfer contract바카라 전략
  • 3. Proceeding the acquisition of new shares바카라 전략
  • 4. Comprehensive transactions with SM Brand Marketing Co., Ltd바카라 전략
  • 5. Comprehensive transactions with SM Life Design Co., Ltd바카라 전략
Report
  • Major activites of compliance officers in 2021

Among the board of 바카라 전략' agendas, in the case of transactions between 바카라 전략, etc. under the Commercial Act, 바카라 전략 who have interests in the agenda did not exercise their voting rights, and the details are as follows.

- Among the agenda items of the board of 바카라 전략 held on January 11, 2022, agenda items 2 and 4/Director Lee Sung Su
- Among the agenda items of the board of 바카라 전략 held on January 11, 2022, agenda No. 5/Director Tak Young Jun

No.2
2022.02.24
Approval
  • 1. FY21 financial statements, etc.바카라 전략
  • 2. Dividends바카라 전략
  • 3. Decision to convene the 27th AGM바카라 전략
  • 4. Establishing an investment company바카라 전략
  • 5. The disposal of treasury shares바카라 전략
  • 6. Safety/Health management plan바카라 전략
  • 7. Self-dealing contract바카라 전략
Report
  • The results of the inspection of the operation of the internal accounting management system
  • Shareholder proposals(Proposal of audit candidates) : Disposition of treasury stocks

Among the board of 바카라 전략' agendas, in the case of transactions between 바카라 전략, etc.
under the Commercial Act, 바카라 전략 who have interests in the agenda did not exercise their voting rights, and the details are as follows.

- Proposition 7 of the board of 바카라 전략 agenda held on February 24, 2022 / Director Lee Sung Su

No.3
2022.03.07
Approval
  • 1. Self-dealing바카라 전략

Among the board of 바카라 전략' agendas, in the case of transactions between 바카라 전략, etc.
under the Commercial Act, 바카라 전략 who have interests in the agenda did not exercise their voting rights, and the details are as follows.

- Proposition 1 of the board of 바카라 전략 agenda held on March 7, 2022 / Director Lee Sung Su

No.4
2022.03.16
Approval
  • 1. The agenda addition of the 27th AGM바카라 전략
No.5
2022.03.25
Approval
  • 1. The conclusion of the agreement attached to the joint business contract바카라 전략
  • 2. Capital increase바카라 전략
  • 3. The contraction for the production of the performance바카라 전략
  • 4. The partial withdrawal of the agenda of the 27th AGM바카라 전략
No.6
2022.05.09
Approval
  • 1. The contraction for treasury stock acquisition바카라 전략
Report
  • SM Entertainment ESG training and report publishing plan
No.7
2022.05.31
Approval
  • 1. Revision of the employment rules바카라 전략
  • 2. Plan of forming ESG consultative body바카라 전략
  • 3. Conclusion of a stock transfer contract바카라 전략
No.8
2022.06.16
Approval
  • 1. Export-Import Bank of Korea’s export growth fund loan바카라 전략
  • 2. Progressing capital increaseHolded

In the case of the 2nd agenda of the board of 바카라 전략 held on June 16, 2022, we decided to review it again if necessary after further review.

No.9
2022.06.21
Approval
  • 1. Self-dealing contract바카라 전략

Among the board of 바카라 전략' agendas, in the case of transactions between 바카라 전략, etc.
under the Commercial Act, 바카라 전략 who have interests in the agenda did not exercise their voting rights, and the details are as follows.

- Proposition 1 of the board of 바카라 전략 agenda held on June 21, 2022 / Director Lee Sung Su

No.10
2022.10.14
Approval
  • 1. Production license agreement termination바카라 전략
  • 2. Self-dealing contract바카라 전략
Report
  • SM major contract review

Among the board of 바카라 전략' agendas, in the case of transactions between 바카라 전략, etc.
under the Commercial Act, 바카라 전략 who have interests in the agenda did not exercise their voting rights, and the details are as follows.

- Proposition 2 of the board of 바카라 전략 agenda held on October 14, 2022 / Director Lee Sung Su

No.11
2022.10.28
Approval
  • 1. SM integrated space transfer project interior settlement agreement바카라 전략
  • 2. Self-dealing contract바카라 전략
  • 3. Compliance officer appointment바카라 전략
  • 4. Change of the default contract for performance production바카라 전략
Report
  • ESG management strategy framework

Among the board of 바카라 전략' agendas, in the case of transactions between 바카라 전략, etc.
under the Commercial Act, 바카라 전략 who have interests in the agenda did not exercise their voting rights, and the details are as follows.

- Proposition 2 of the board of 바카라 전략 agenda held on October 28, 2022 / Director Lee Sung

No.12
2022.11.30
Approval
  • 1. Capital increase바카라 전략
  • 2. Counselor appointment바카라 전략
  • 3. The official fan club community business partnership contract바카라 전략
Report
  • Environment policy establishment
No.13
2022.12.29
Approval
  • 1. Self-dealing contract바카라 전략

Among the board of 바카라 전략' agendas, in the case of transactions between 바카라 전략, etc.
under the Commercial Act, 바카라 전략 who have interests in the agenda did not exercise their voting rights, and the details are as follows.

- Proposition 1 of the board of 바카라 전략 agenda held on December 29, 2022 / Director Tak Young Jun

2021

No.1
2021.01.20
Approval
  • 1. Selling shares of Astory Co., Ltd바카라 전략
  • 2. Sale of SM Studio Center바카라 전략
Report
  • Major activities for compliance support in 2020
No.2
2021.01.25
Approval
  • 1. The conclusion of the agreement attached to the production license contract바카라 전략
No.3
2021.01.28
Approval
  • 1. Operating money loan바카라 전략
No.4
2021.02.09
Approval
  • 1. Money loan바카라 전략
No.5
2021.03.11
Approval
  • 1. The 26th financial statements, ect바카라 전략
  • 2. Decision to convene the 26th AGM바카라 전략
  • 3. The joint guarantee of share option loan바카라 전략
Report
  • The results of the operation inspection of the internal accounting management system
No.6
2021.03.30
Approval
  • 1. The production license agreement바카라 전략
  • 2. Dream Maker’s joint guarantee바카라 전략
  • 3. Disposal of assets바카라 전략
  • 4. Safety/Health management plan바카라 전략
No.7
2021.04.05
Approval
  • 1. The establishment of SM Studio Co., Ltd바카라 전략
No.8
2021.05.11
Approval
  • 1. The trust contract for treasury stock acquisition바카라 전략
  • 2. The extension of trust contract for treasury stock acquisition바카라 전략
No.9
2021.06.08
Approval
  • 1. Export-Import Bank of Korea’s Export Growth Fund Loan바카라 전략
  • 2. Dissolution of SM F&B Development Corporation바카라 전략
No.10
2021.07.07
Approval
  • 1. Relocation of the head office바카라 전략
  • 2. The brand use contract바카라 전략
  • 3. The joint guarantee of stock-option loan바카라 전략
No.11
2021.07.13
Approval
  • 1. The cancellation of granting stock options바카라 전략
No.12
2021.08.10
Approval
  • 1. The conclusion of the annex agreement바카라 전략
  • 2. The revision of the Employment Rules바카라 전략
  • 3. 바카라 전략' Self-Transactions바카라 전략

In the board of 바카라 전략' agenda on August 10, 2021, ‘Approval of 바카라 전략' Self-Transactions’ is a transaction between 바카라 전략, etc. under the Commercial Act, so CEO Lee Sung-soo, who has an interest in the agenda, did not exercise voting rights.

No.13
2021.09.07
Approval
  • 1. Disposal of assets바카라 전략
  • 2. The enactment of the ‘Regulations on Management and Operation of Workplace Sports Teams’바카라 전략
No.14
2021.10.13
Approval
  • 1. Branch installation바카라 전략
No.15
2021.11.19
Approval
  • 1. The appointment of a counselor바카라 전략

2020

No.1
2020.03.10
Approval
  • 1. Settlement of the 25th financial statements(consolidation)바카라 전략
  • 2. The report on the results of the operation inspection of the internal accounting(internal control) system바카라 전략
  • 3. Decision to convene the 25th AGM바카라 전략
  • 4. The joint guarantee of share option loan바카라 전략
  • 5. Change of Lysn community operations management contract바카라 전략
  • 6. Change of co-representative director바카라 전략
No.2
2020.03.27
Approval
  • 1. Re-appointment of co-representative director바카라 전략
  • 2. Dream Maker’s joint guarantee바카라 전략
  • 3. The extension of the loan period바카라 전략
  • 4. The agreement to change the production license agreement바카라 전략
No.3
2020.04.14
Approval
  • 1. The extension of trust agreement for acquisition of treasury shares바카라 전략
No.4
2020.05.25
Approval
  • 1. Export-Import Bank of Korea’s Export Growth Fund loan바카라 전략
  • 1. The establishment of ethical standards바카라 전략
No.5
2020.07.28
Approval
  • 1. The participation in paid-in capital increase바카라 전략
  • 2. The change of joint guarantee바카라 전략
  • 3. DearU service commercialization contract바카라 전략
  • 4. Branch installation바카라 전략
  • 5. Branch abolition바카라 전략
No.6
2020.08.03
Approval
  • 1. Concluding a joint business agreement바카라 전략
  • 2. Issuance of new shares of SMEJ Plus바카라 전략
  • 3. Issuance of new shares and convertible bonds바카라 전략
No.7
2020.09.08
Approval
  • 1. Conclusion of a trust contract for treasury stock acquisition바카라 전략
No.8
2020.11.17
Approval
  • 1. Conclusion of lease agreement바카라 전략
No.9
2020.12.08
Approval
  • 1. Branch abolition바카라 전략
  • 2. 바카라 전략' Self-Transactions바카라 전략

Committees under the Board of 바카라 전략

SM Entertainment operates the Outside Director Candidate Recommendation Committee, Internal Transactions Committee, Compensation Committee, and Governance Committee under the Board of 바카라 전략. The committee, composed of outside 바카라 전략 and other non-executive 바카라 전략 with expertise in various fields, reviews and deliberates on issues entrusted by the board of 바카라 전략.

Organization Chart

Board of 바카라 전략

Outside Director
Candidate
Recommendation
Committee

Internal Transactions
Committee

Compensation
Committee

Governance
Committee

(Chairman) Lee Seung Min
Kim Kyu Shik
Kim Tae Hee
Moon Jeong Bin
Cho Seong Moon
(Chairman) Lee Seung Min
Kim Kyu Shik
Lee Chang Hwan
(Chairman) Cho Seong Moon
Kim Tae Hee
Lee Chang Hwan
(Chairman) Kim Kyu Shik
Moon Jeong Bin
Lee Seung Min

Board of 바카라 전략

Outside Director Candidate
Recommendation Committee

(Chairman) Lee Seung Min
Kim Kyu Shik

Kim Tae Hee
Moon Jeong Bin
Cho Seong Moon

Internal Transactions Committee

(Chairman) Lee Seung Min
Kim Kyu Shik

Lee Chang Hwan

Compensation Committee

(Chairman) Cho Seong Moon
Kim Tae Hee

Lee Chang Hwan

Governance Committee

(Chairman) Kim Kyu Shik
Moon Jeong Bin

Lee Seung Min

An Overview of the Code of Ethics

With unwavering respect for laws and market regulations, SM Entertainment strives to become a trusted company. Our Code of Ethics is developed and implemented in adherence to the principles of responsible conduct and value judgment.

Code of Ethics

Treatment
of Shareholders and Investors

Equal treatment of all shareholders
and transparent dissemination of information

Treatment of Customers

Respecting and protecting customers

Treatment of Business Partners, etc

Fair competition and trade

Responsibility toward Society

Compliance with laws and regulations, contribution
to social development and environmental protection

Responsibility toward Employees

Equal treatment and promotion of safe
and favorable working conditions

Employee Code of Ethics

Task performance, asset protection, prevention
of conflicts of interest, etc.