IBM CONFIDENTIAL | PREPARED BY IBM ATTORNEY Presentation subtitle: 20pt Arial Regular, teal R045 | G182 | B179 Recommended maximum length: 2 lines Confidentiality/date line: 13pt Arial Regular, white Maximum length: 1 line Information separated by vertical strokes, with two spaces on either side Disclaimer information may also be appear in this area. Place flush left, aligned at bottom, 8-10pt Arial Regular, white IBM logo must not be moved, added to, or altered in any way. Indications in green = Live content Indications in white = Edit in master Indications in blue = Locked elements Indications in black = Optional elements Presentation title: 28pt Arial Regular, black Recommended maximum length: 2 lines Group name: 17pt Arial Regular, white Maximum length: 1 line Copyright: 10pt Arial Regular, white © 2006 IBM Corporation Template release: Oct 02 For the latest, go to Role of In-House Lawyers September 20, 2007 David M. Waters Regional Counsel, IBM Korea Title slide

IBM logo must not be moved, added to, or altered in any way. Background should not be modified. Title/subtitle/confidentiality line: 10pt Arial Regular, white Maximum length: 1 line Information separated by vertical strokes, with two spaces on either side Slide heading: 28pt Arial Regular, blue R120 | G137 | B251 Maximum length: 2 lines Slide body: 18pt Arial Regular, black Square bullet color: teal R045 | G182 | B179 Recommended maximum text length: 5 principal points Group name: 14pt Arial Regular, white Maximum length: 1 line Copyright: 10pt Arial Regular, white Template release: Oct 02 For the latest, go to IBM Korea IBM CONFIDENTIAL / PREPARED BY IBM ATTORNEY © 2006 IBM Corporation Optional slide number: 10pt Arial Bold, white Indications in green = Live content Indications in white = Edit in master Indications in blue = Locked elements Indications in black = Optional elements 2 Role of the Corporate Lawyer  Lawyer has a duty of loyalty to the client  Client confidentiality must be protected  Relationship of trust between lawyer and client  Client is the company, not individual officers or directors

IBM logo must not be moved, added to, or altered in any way. Background should not be modified. Title/subtitle/confidentiality line: 10pt Arial Regular, white Maximum length: 1 line Information separated by vertical strokes, with two spaces on either side Slide heading: 28pt Arial Regular, blue R120 | G137 | B251 Maximum length: 2 lines Slide body: 18pt Arial Regular, black Square bullet color: teal R045 | G182 | B179 Recommended maximum text length: 5 principal points Group name: 14pt Arial Regular, white Maximum length: 1 line Copyright: 10pt Arial Regular, white Template release: Oct 02 For the latest, go to IBM Korea IBM CONFIDENTIAL / PREPARED BY IBM ATTORNEY © 2006 IBM Corporation Optional slide number: 10pt Arial Bold, white Indications in green = Live content Indications in white = Edit in master Indications in blue = Locked elements Indications in black = Optional elements 3 Role of the General Counsel (GC)  Mandate of the GC: “To promote a culture of integrity and compliance with laws” –Alert decision-makers of potential violations of law and potential injury to the corporation –Facilitator and counselor to senior management  Need strong relationship and easy access to the Board of Directors, COO, CFO, etc. –Regular meetings with independent directors –Attendance at Board meetings, Audit Committee meetings

IBM logo must not be moved, added to, or altered in any way. Background should not be modified. Title/subtitle/confidentiality line: 10pt Arial Regular, white Maximum length: 1 line Information separated by vertical strokes, with two spaces on either side Slide heading: 28pt Arial Regular, blue R120 | G137 | B251 Maximum length: 2 lines Slide body: 18pt Arial Regular, black Square bullet color: teal R045 | G182 | B179 Recommended maximum text length: 5 principal points Group name: 14pt Arial Regular, white Maximum length: 1 line Copyright: 10pt Arial Regular, white Template release: Oct 02 For the latest, go to IBM Korea IBM CONFIDENTIAL / PREPARED BY IBM ATTORNEY © 2006 IBM Corporation Optional slide number: 10pt Arial Bold, white Indications in green = Live content Indications in white = Edit in master Indications in blue = Locked elements Indications in black = Optional elements 4 Role of the General Counsel (GC)  Board approval of GC selection, tenure and compensation (and discharge, if necessary)  Reporting Line: GC should report to CEO or COO (if COO performs day-to-day duties of CEO)  GC oversight of other in-house lawyers  GC (or GC designate) selection of external counsel

IBM logo must not be moved, added to, or altered in any way. Background should not be modified. Title/subtitle/confidentiality line: 10pt Arial Regular, white Maximum length: 1 line Information separated by vertical strokes, with two spaces on either side Slide heading: 28pt Arial Regular, blue R120 | G137 | B251 Maximum length: 2 lines Slide body: 18pt Arial Regular, black Square bullet color: teal R045 | G182 | B179 Recommended maximum text length: 5 principal points Group name: 14pt Arial Regular, white Maximum length: 1 line Copyright: 10pt Arial Regular, white Template release: Oct 02 For the latest, go to IBM Korea IBM CONFIDENTIAL / PREPARED BY IBM ATTORNEY © 2006 IBM Corporation Optional slide number: 10pt Arial Bold, white Indications in green = Live content Indications in white = Edit in master Indications in blue = Locked elements Indications in black = Optional elements 5 Role of the GC and other In-House Lawyers  Need process/procedures to ensure lawyer involvement in decisions involving legal exposure  Advice beyond narrow legal questions  Professional courage

IBM logo must not be moved, added to, or altered in any way. Background should not be modified. Title/subtitle/confidentiality line: 10pt Arial Regular, white Maximum length: 1 line Information separated by vertical strokes, with two spaces on either side Slide heading: 28pt Arial Regular, blue R120 | G137 | B251 Maximum length: 2 lines Slide body: 18pt Arial Regular, black Square bullet color: teal R045 | G182 | B179 Recommended maximum text length: 5 principal points Group name: 14pt Arial Regular, white Maximum length: 1 line Copyright: 10pt Arial Regular, white Template release: Oct 02 For the latest, go to IBM Korea IBM CONFIDENTIAL / PREPARED BY IBM ATTORNEY © 2006 IBM Corporation Optional slide number: 10pt Arial Bold, white Indications in green = Live content Indications in white = Edit in master Indications in blue = Locked elements Indications in black = Optional elements 6 In-House Lawyers at Korean Companies  Role of in-house lawyers in Korea expanding rapidly in recent years.  Still, stronger role needed in most companies  Many major companies have only very junior lawyers and/or very senior lawyers (former sr. judge or sr. prosecutor)  Lawyers not always involved as much as needed, especially in decision-making process  Lawyers can help companies increase their transparency and raise integrity