Korea Electric Power (KEP) 6-K Current report (foreign)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule13a-16 or15d-16 of

the Securities Exchange Act of 1934

For the Month of June 2020

KOREA ELECTRIC POWER CORPORATION

(Translation of registrant’s name into English)

55Jeollyeok-ro,Naju-si,Jeollanam-do, 58322, Korea

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form20-F or Form40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(7):  ☐

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ☐            No  ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule12g3-2(b):82-            .

This Report of Foreign Private Issuer on Form6-K is deemed filed for all purposes under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

Corporate Governance Report

KEPCO has prepared this report in accordance with Article24-2 of the Enforcement Rules of KOSPI Market Disclosure Regulation of Korea Exchange in order to provide investors with further information to help them better understand KEPCO’s corporate governance system.

This is a summary in English of the Corporate Governance Report originally prepared in Korean. In the translation process, some parts of the report have been reformatted, rearranged or summarized for the convenience of readers. Nonmaterial or previously disclosed information may also have been omitted or abridged.

Unless expressly stated otherwise, this report reflects KEPCO’s corporate governance structure as of December 31, 2019.

I. Corporate Governance

1. Corporate Governance Policy

(1) General Meeting of Shareholders

KEPCO regards enhancing shareholder value and protecting shareholder rights as its highest priorities, and, since becoming a public company, has continuously made efforts to uphold a system of corporate governance that reflects its corporate ethos. In that connection, KEPCO plans to further promote the interest of its shareholders through responsible management based on trust and communication and by embedding in its operations a focus on serving the shareholders.

(2) Board of Directors

In order to effect transparency in its corporate governance, anyone interested in KEPCO’s corporate governance practice can access, at its corporate website, Articles of Incorporation of KEPCO, Regulations Concerning the Board of Directors, the Regulations Concerning Operations of the Audit Committee and KEPCO’s other internal regulations related to its corporate governance.

To ensure the transparency of its corporate governance through an independent decision -making process, KEPCO operates a majority of directors asnon-standing directors. The Board of Directors is composed of six standing directors including the CEO and eightnon-standing directors. The chairperson of the Board of Directors is appointed upon amongnon-standing directors for fair gathering of opinions and suggestions on the overall management.

Furthermore,non-standing directors are elected from professionals with basis of Finance, Accounting, Labor management, Shared growth and Energy industries, so as to fulfill ones’ role of consulting and suggesting about the agenda of board meetings.

(3) Audit

The Audit Committee inspects the accounting and management issues, and also evaluates the operation of Internal Control over Financial Reporting. Moreover, it supervises the performance of directors and management to let them make rational business decisions.

The Audit Committee consists of three directors, two of who are required to benon-standing directors. The chairperson of the committee is required to be anon-standing director. One member of Audit committee is a standing director and is appointed with the recommendation of Director Nomination Committee and by the resolution of General Meeting of Shareholders. Other members of the Audit Committee who arenon-standing directors are appointed from amongnon-standing directors by the resolution of the General Meeting of Shareholders.

The audit committee secures objectivity on conducting the audit, working separately from the directors and management. If it is necessary to carry out its duties, the committee may request any related executive or employee to be present at the committee, to submit reports and to state one’s opinion.

2. Key Characteristics of Corporate Governance Structure

(1) Organization of the Board of Directors

The Board of Directors is composed of six standing directors (including the CEO) and eightnon-standing directors.Non-standing directors are elected from candidates with ample industrial or professional knowledge and experience so as to respond flexibly and expertly to the changing business environment. The chairperson of the Board of Directors is appointed from amongnon-standing directors for fair and transparent operation of the Board of Directors.

Directors are appointed in accordance with the Act on the Management of Public Institutions and the Articles of Incorporation of KEPCO. The CEO is appointed by the President of the Republic of Korea upon the motion of the Ministry of Trade, Industry and Energy following the nomination by the Director Nomination Committee, the review and resolution of the Ownership Steering Committee pursuant to the Act on the Management of Public Institutions and an approval at the general meeting of shareholders. Standing directors other than the CEO or those who concurrently serve as members of the Audit Committee are appointed by the CEO with the approval at the general meeting of shareholders. The standing director who concurrently serves as a member of the Audit Committee is appointed through the same appointment process applicable to the CEO, except that the motion for appointment is made by the Ministry of Economy and Finance instead of the Ministry of Trade, Industry and Energy.Non-standing directors must be appointed by the minister of the Ministry of Economy and Finance following the review and resolution of the Ownership Steering Committee from a pool of candidates recommended by the Director Nomination Committee. The term of the CEO is three years, while that of directors (standing ornon-standing, but not the CEO) is two years.

(2) Subcommittees in the Board of Directors

Under the Board of Directors, there are two subcommittees, namely, Audit Committee and Director Nomination Committee. In accordance with the Act on the Management of Public Institutions, ‘market-type public corporations’ such as KEPCO must have an Audit Committee and a Director Nomination Committee.

(3) Diversity and Expertise of the Board of Directors

In order to enhance the expertise of its Board of Directors, KEPCO requires that personal expertise be considered when screening out director candidates and has actively recruited experts in the power industry. In addition, following appointments, KEPCO strives to nurture and expand the expertise of its directors by arranging site visits andon-ground trainings at power facilities, domestic and abroad, and regularly provides them with informational updates on major industry trends and business issues.

To ensure a balanced and diverse membership for its Board of Directors, KEPCO relies on a variety of institutions that recommend director candidates. For example, KEPCO encourages and nurtures the recruitment of female directors by having the Nomination Committee to constantly monitor an seek female director candidates. Also, KEPCO seeks to maintain a balanced view within its Board of Directors by appointing directors with profound knowledge and expertise in a variety of fields including law, finance, academics and labor relations.

(4) Independence of the Board of Directors

KEPCO ensures the independence of its Board of Directors so that the diretors can carry out their duties of ‘checks and balances’ in a responsible manner. KEPCO also strictly scrutinizes whether anon-standing director candidate has any related party transaction that would disqualify such candidate from his or her directorship under the Korean Commercial Act. Moreover, KEPCO has reinforced the decision-making power of itsnon-standing directors by requiring that a majority of the board be appointed asnon-standing directors and the chairperson of the board be appointed from among thenon-standing directors.

II. Shareholders

1. Shareholders’ Rights

(1) General Meeting of Shareholders

KEPCO makes a public disclosure immediately after the Board of Directors resolves to hold a General Meeting of Shareholders and announces the time, place, agenda and other details of the General Meeting of Shareholders at least two weeks before the date of meeting.

However, the notice for the shareholders who have shares under 1% of total issued shares is announced on the Data Analysis, Retrieval and Transfer System (DART) of the Financial Supervisory Service or the Korea Exchange. KEPCO will continuously make effort to inform shareholders of the General Meeting sufficiently in advance.

Annual General Meetings are held within three months after the end of each business year, and Extraordinary General Meetings are held at such other times as are deemed necessary.

KEPCO’s General Meetings of Shareholders in the period from January 2019 to May 2020 were held as follows.

Type	Date of Resolution	Date of Notice	Date of Meeting	Place
Extraordinary General Meeting	Jan. 23, 2019	Feb. 15, 2019	Mar. 4, 2019	KEPCO Headquarters
Annual General Meeting	Feb. 22, 2019	Mar. 7, 2019	Mar. 22, 2019
Annual General Meeting	Feb. 28, 2020	Mar. 12, 2020	Mar. 27, 2020

(2) Voting at the General Meeting of Shareholders

A list of the agenda voted at the General Meetings of Shareholders in the period from January 2019 to May 2020 is provided below.

Date of Meeting	Resolution	Agenda	Outstanding Shares		Shares Voted		Shares for (Approval Rate*)
Mar. 4, 2019	Ordinary	Appointment of a Standing Director - Kim,Sung-Arm		641,964,077		521,392,839		515,106,060 (98.8%)
Mar. 22, 2019	Ordinary	Approval of consolidated and separate financial statements for the fiscal year 2018		641,964,077		525,181,688		491,395,343 (93.6%)
	Ordinary	Approval of the maximum aggregate amount of remuneration for directors in 2019		641,964,077		525,181,688		476,740,593 (90.8%)
Mar. 27, 2020	Ordinary	Approval of consolidated and separate financial statements for the fiscal year 2019		641,964,077		517,884,033		499,003,513 (96.4%)
	Ordinary	Approval of the maximum aggregate amount of remuneration for directors in 2020		641,964,077		517,884,033		516,197,087 (99.7%)
	Extraordinary	Approval of amendments to the Articles of Incorporation		641,964,077		517,884,033		517,403,006 (99.9%)

* The voting rights of the shareholders who has shares in excess of three percent of the total number of issued shares, are limited to three percent when appointing members of the audit committee, under the Korean Commercial Act.

* Approval Rate: the percentage of shares for to the shares voted

(3) Proposal Right of Shareholders

KEPCO assures the proposal right of shareholders in accordance with requirements provided on the Korean Commercial Act. When a certain agenda is proposed in accordance with the Articles of Incorporation of KEPCO and the Regulations Concerning the Board of Directors, it shall be submitted to the General Meeting of Shareholders after the resolution by the Board of Directors, unless it is against the laws or the Articles of Incorporation of KEPCO.

Every shareholder who attends the General Meeting of Shareholders has the right to inquire and request for explanation on the agenda, unless he or she obviously intends to obstruct the proceedings.

Shareholders may make a proposal for the General Meeting of Shareholders, but any shareholder proposal has not been submitted during the period from January 2019 to May 2020. KEPCO will consistently strive to guarantee the shareholders’ proposal right in accordance with the relevant laws, including establishing an internal standards and procedures and providing such information through KEPCO’s corporate website.

(4) Shareholder Return Policy

In accordance with specified provisions in the Korean Commercial Act, Articles of Incorporation of KEPCO, and the KEPCO Act, KEPCO is entitled to pay out dividends. KEPCO determines dividends considering future investment plan, cash flow and financial structure to emphasize shareholder value and increase shareholder return.

KEPCO’s dividend payments is finally determined at the Annual General Shareholders’ meeting through resolutions by the Board of Directors and announced officially through an electronic disclosure system (DART).

(5) Dividend

Details of KEPCO’s dividend payments in the past three years are as follows.

Fiscal Year	Share Dividend		Cash Dividend
			Dividend Per Share (KRW)		Payout Ratio (%)		Total Dividend (Million KRW)		Dividend Yield* (%)
2019		—		—		—		—		—
2018		—		—		—		—		—
2017		—		790		33.7		507,152		2.0

* Dividend Yield ratio is based on the average closing price of KEPCO shares of a week, two days before the closing of shareholders’ registry.

KEPCO is authorized to pay preferential dividends on shares held by holders other than the Government. However, KEPCO has not done so in the past three years as there has been no such proposal from the Government, its majority shareholder. There was no interim dividend paid in the past three years.

2. Fair and Equitable Treatment of Shareholders

(1) Issued Shares and Disclosure of Company Information

Currently, KEPCO’s authorized share capital is as follows.

	Authorized Shares		Issued Shares		Note
Common Shares		1,200,000,000		641,964,077	Registered Common Shares
Class Shares		150,000,000		—	Non-Voting Preferred Shares

* Par value of a share: KRW 5,000

Issued common shares are all registered common shares, and each share shall have one voting right. The voting rights of the shareholders who has shares in excess of three percent of the total number of issued shares are limited to three percent when appointing members of the audit committee, under the Korean Commercial Act.

KEPCO makes its company information publicly through its corporate website and electronic disclosure systems in order to provide the information in a fair and equitable way, in a timely manner.

KEPCO holds various IR meetings in relation to quarterly earnings releases in February, May, August and November. Moreover, following the relocation of its headquarters to Naju city, KEPCO holds IR meetings in Seoul every Friday with institutional investors. KEPCO announces the schedule for the earnings release through the corporate disclosure system of Korea Exchange as well as through public filings on the SEC website; KEPCO also posts its IR schedule on its corporate website.

IR Presentations are available on its corporate website, both in Korean and English. (http://home.kepco.co.kr/kepco/EN)

Since listing its American Depositary Receipts on the New York Stock Exchange in October 1994, KEPCO makes English disclosures available on the SEC website by way of the EDGAR system. The English filings KEPCO makes to the SEC is available by accessinghttp://www.sec.gov, clicking the “Company Filings” button and entering “Korea Electric Power Corporation” in the “Company Name” search field.

(2) Related Party Transactions and the Internal Monitoring System

KEPCO has put in effect several internal regulations, including the Code of Conduct and Guidelines for Practice, for its executives and employees so as to prevent related party transactions and self-dealings that promote private interests among its executives and employees. Also, KEPCO has instituted an internal monitoring system to identify and appropriately disclose related party transactions between KEPCO and its related parties.

Under the Code of Conduct, employees whose conduct harms the proper performance of his or her duties become subject to disciplinary actions. The Code of Conduct also prohibits employees from engaging in transactions based on information obtained in the course of employment.

In addition, under the Regulations Concerning the Public Disclosure, its executives and employees are prohibited from using any material nonpublic information related to its business in trading of securities or any other transaction.

III. Board of Directors

1. Functions

(1) Management Decision

The Board of Directors, which is established based on the Korean Commercial Act, makes reviews and resolutions on the matters as stipulated in the relevant laws and the Articles of Incorporation of KEPCO, including matters concerning its finance,mid- and long-term strategy and business plans.

In accordance with the Regulations Concerning the Board of Directors, the Board of Directors may delegate to the CEO to decide on matters that are subject to BOD review and resolutions to the extent that such matters are deemed to be insignificant. In addition, under the Regulations, the CEO may act on urgent matters first and then promptly request for ratification by the Board of Directors to the extent that time did not permit holding a BOD meeting or the BOD meeting otherwise could not be held. However, if the Board of Directors decides not to ratify the emergency measures undertaken by the CEO, such measures will have no further force and effect.

Matters subject to resolutions by and reporting to the Board of Directors are as follows.

a) Matters subject to review and resolutions by the Board of Directors

• Setting business objectives, budget, financing plans and operational plans;

• Use of reserve funds;

• Settlement of annual accounts;

• Acquisition, addition and disposal of generation facilities in excess of 200,000 kW capacity and fixed assets valued at more than Won 30 billion (other than generation facilities and transmission and substation facilities);

• Long-term planning for electricity transmission and substation;

• Long-term borrowings, corporate debenture issuance and repayments thereof;

• Electricity tariff rates;

• Disposition of surplus funds;

• Investment in orin-kind contributions to other entities;

• Debt Guarantee for other entities;

• Amendment to the Articles of Incorporation;

• Establishment and amendment to major internal regulations;

• Calling of the general meeting of shareholders and determination of the agenda therefor;

• Issuance of new shares and disposition of forfeited shares and fractional shares;

• Capital increase and decrease;

• Approval of asset revaluation amounts;

• Corporate dissolution;

• Research and development plans;

• Merger, dissolution and guarantee of investee companies;

• Composition of the Director Nomination Committee and determination of the criteria for evaluating director nominees;

• Management contract with the CEO;

• Request for dismissal of the CEO;

• Expansion and Establishment of regional offices;

• Remuneration for Executives;

• Modification in resolutions previously made by the Board of Directors, according to increases in total expenses(over 10% or 10 billion won) or significant changes on the original plan

• Related party transaction which amounts more than 5% of total equity or 50 billion won; and

• Other matters deemed necessary by the CEO or the Board of Directors.

b) Matters subject to reporting to the Board of Directors

• Settlement of accounts for the first half of the fiscal year;

• Matters noted during the National Assembly audit, audits by accountants performed pursuant to the Act on the Management of Public Institutions, and the audit by the Board of Audit and Inspection pursuant to the Act on the Management of Public Institutions, as well as plans for corrective measures and the results thereof;

• Outcome of collective bargaining and estimated budget;

• Performance of the audit committee and accounting audit results;

• Explanation fornon-standing director’s request pursuant to the Article 20 of the Act on the Management of Public Institutions;

• Annual performance of the Internal Control over Financial Reporting;

• Large-scale Reorganization results including Headquarters;

• Operating plan under the Act on the Control and Supervision on Nuclear Power Suppliers, etc. for the Prevention of Corruption in the Nuclear Power Industry; and

• Any other matter which the Board of Directors requires reporting from the CEO.

(2) Appointment of CEO

The President of KEPCO, who concurrently serves as a Chief Executive Officer, is appointed in accordance with the Guidelines for Personnel Management of Public Institutions and Regulations Concerning Operations of the Director Nomination Committee. The CEO is appointed by the President of the Republic of Korea upon the motion of the Ministry of Trade, Industry and Energy following the nomination by the Director Nomination Committee, the review and resolution of the Ownership Steering Committee(established under the Ministry of Economy and Finance) pursuant to the Act on the Management of Public Institutions and an approval at the general meeting of shareholders.

The CEO Nomination Committee consists of five to fifteen members, and the chairperson of the committee must be selected from amongnon-standing directors. The CEO Nomination Committee recommends eligible candidates that meet the criteria stipulated in the Guidelines for Personnel Management of Public Institutions and Regulations Concerning Operations of the Director Nomination Committee. The eligibility criteria for a CEO candidate are as follows:

• Professional knowledge and experience regarding the electric power industry;

• Competence in managing organizational and corporate affairs;

• Commitment and competence to initiate reform;

• Strategy and vision as the Chief Executive Officer; and

• Integrity, morality and a strong sense of corporate ethics.

The term of President and CEO is three years in accordance with the Act on the Management of Public Institutions. However, it can be renewed by an increment of one year based on the evaluation.

In the event that the President and CEO cannot perform his or her duties due to an unavoidable reason, one of the Standing Directors shall act for the President and CEO in such order of priority as shall be specified in the Articles of Incorporation of KEPCO. However, if none of the Standing Directors is able to serve as the chairperson of the Board of Directors, the SeniorNon-Standing Director, the most seniorNon-Standing Director (based on the date of appointment if the SeniorNon-Standing Director is unable to serve) and the eldestNon-Standing Director (based on age if there are more than one such most seniorNon-Standing Director) shall serve as the chairperson of the Board of Directors, in that order of priority.

(3) Internal Control over Financial Reporting

The Audit Committee takes an important role in the risk management. The Audit Committee sets internal audit plans and conducts an audit on KEPCO’s business and accounting. The Audit Committee regularly receives reports from external auditor on the audit results, auditing activities and the soundness of financial activities, and provides its opinion. In addition, in order to ensure the ethical management, establishment, modification and abolishment of the Internal Regulations for Auditing and the Code of Ethics is subject to the review and resolutions by the Audit Committee.

KEPCO also has put in effect the Regulations Concerning Public Disclosure to make sure that all information to be disclosed in a fair, accurate and timely manner. The Corporate Senior Vice President & Chief Financial (Strategy) Officer is responsible for establishing and maintaining disclosure management system, and the Finance & Accounting Settlement Team is gathering and reviewing the information to be disclosed from business operating department, periodically and frequently as needed.

Pursuant to the Act on External Audit of Stock Companies, etc., KEPCO made the Regulation Concerning Internal Control over Financial Reporting and established internal accounting control system. In order to enhance the reliability of financial information and share the importance of Internal Control over Financial Reporting companywide, KEPCO defines control activities in detail and conducts an annual evaluation of the effectiveness of its Internal Control over Financial Reporting.

The President and CEO of KEPCO, who is responsible for the company’s Internal Control over Financial Reporting, examines the effectiveness of the company’s Internal Control over Financial Reporting after the end of every fiscal year and reports the results to the General Meeting of shareholders, the Board of Directors, and the Audit Committee. The Audit Committee evaluates the operating of Internal Control over Financial Reporting and reports the results to the Board of Directors.

KEPCO is in compliance with the related laws and Regulation concerning Internal Control over Financial Reporting, as it amends the internal regulations in accordance with any amendment to the Act on the External Audit of Stock Companies, etc.

2. Composition of the Board of Directors

(1) Current state of Composition

The organizational chart of the board of directors is as follows;

The Board of Directors as of May 28, 2020 is listed as follows;

Type	Gender	Name	Title	Positions held Since
Standing Director	Male	JongKap KIM	President, Chief Executive Officer	Apr. 13, 2018
Standing Director	Male	Kim,Hoe-Chun	Corporate Senior Vice President & Chief Business Management Officer	Jul. 16, 2018
Standing Director	Male	Kim,Dong-Sub	Corporate Senior Vice President & Chief Business Operations Officer	Jul. 16, 2018
Standing Director	Male	Park, Hyung-Duck	Corporate Senior Vice President & Chief Financial (Strategy) Officer	Jul. 16, 2018
Standing Director	Male	Lim, Hyun-Seung	Corporate Senior Vice President & Chief Nuclear Business Officer	Jul. 16, 2018
Standing Director	Male	Kim,Sung-Arm	Corporate Senior Vice President & Chief Power Grid Officer	Mar. 4, 2019
Non-standing Director	Male	Kim, Chang-Joon	—	Mar. 19, 2018
Non-standing Director	Male	Yang, Bong-Ryull	—	Apr. 4, 2018
Non-standing Director	Male	Kim,Jwa-Kwan	Chairperson of the Board of Directors	Apr. 4, 2018
Non-standing Director	Male	Jung,Yeon-Gil	Member of the Audit Committee	Apr. 4, 2018
Non-standing Director	Female	Noh,Geum-Sun	Member of the Audit Committee	Jun. 12, 2018
Non-standing Director	Male	Choi, Seung-Kook	—	Jun. 12, 2018
Non-standing Director	Male	Park,Cheol-Su	—	Jun. 12, 2018
Non-standing Director	Male	Park,Jong-Bae	—	Jan. 31, 2020

Under the Board of Directors, there are two subcommittees, namely, Audit Committee and Director Nomination Committee as follows;

Committees	Gender	Composition	Main Role of the Committee
Director Nomination Committee	—	Non-standing directors and members appointed by the Board of Directors (Total5-15 members)	•  Decision on the nomination process for director candidates •  Review and recommendation of candidates for director candidates •  Negotiation of Administration Agreement with the President candidate •  Other matters related with recommendation of the director candidates
Audit Committee	Female	Noh,Geum-Sun (Chairperson,Non-Standing)	•  Conduct audit on work and accounting •  Evaluate the operation of Internal Control over Financial Reporting •  Inspect internal monitoring system working
	Male	Jung,Yeon-Gil(Non-Standing)
	Male	Lee,Jung-Hee (Standing)

Pursuant to the Act on the Management of Public Institutions and Articles of Incorporation of KEPCO, KEPCO’s Board of Directors consists of not more than 15 directors. Of such directors, no more than seven can be standing directors (including the CEO), and no more than eight can benon-standing directors. Since the standing directors (including the CEO) cannot constitute the majority of the Board of Directors, the board can perform independently from the management and the dominant shareholder.

Under the Regulations Concerning the Board of Directors and Act on the Management of Public Institutions, the seniornon-standing director is appointed as the chairperson of the board. However, in circumstance where the chairperson cannot serve his or her duties inevitably, the most seniornon-standing director (based on the date of appointment) or the eldestnon-standing director (based on age if there are more than one such most seniornon-standing director) shall serve as the chairperson of the Board of Directors.

(2) Director Eligibility Requirements and Appointment Process

KEPCO’s directors satisfy all statutory eligibility requirements, including under the Act on the Management of Public Institutions, the Public Service Ethics Act and the Korean Commercial Act. In addition, following appointment of directors, KEPCO periodically monitors whether the directors are compliant with the eligibility criteria, including in relation to the eligibility criteria applicable to outside directors under the Korean Commercial Act.

A. Eligibility

KEPCO considers the qualification requirements under the Guidelines for Personnel Management of Public Institutions and selects qualified candidates with practical abilities and competence. The qualifications required of directors include knowledge and experience in the relevant field, leadership and organizational management capabilities, ethical behavior based on integrity and morality and other qualifications required in light of KEPCO’s special characteristics and environment.

B. Director Appointment Process

Pursuant to the Act on the Management of Public Institutions, the KEPCO Act and the Articles of Incorporation of KEPCO, standing directors other than the CEO or those who concurrently serve as members of the audit committee are appointed by the CEO with the approval at the general meeting of shareholders.

In the case of standing directors other than the CEO or those who concurrently serve as members of the audit committee, the appointment process does not involve the Director Nomination Committee in accordance with the Act on the Management of Public Institutions; however, such directors are appointed from among candidates who pass the evaluation under Regulation Concerning Evaluation of Standing Directors for Public Institutions.

(3) Recommendation of Director Candidates

In accordance with the Act on the Management of Public Institutions, KEPCO must have a Director Nomination Committee for recommendation of candidates for the positions of the CEO, standing directors who concurrently serve as audit members, andnon-standing directors. We manage details with the Regulations Concerning Operations of the Director Nomination Committee.

The Director Nomination Committee is convened on anad-hoc basis depending on the need for new appointment of directors. The Committee members consist ofnon-standing directors and others selected by the Board of Directors and must be not less than five and not more than fifteen persons, of which the Board of Directors elects less thanone-half of the members. The Committee members selected by the Board of Directors are from various fields, such as law, economics, academia, media and labor relations, and are required under the applicable regulations to include one person who acts as a spokesperson for KEPCO. The Chairperson of the Director Nomination Committee is elected from among the committee members who arenon-standing directors by the vote of the members of the Director Nomination Committee.

In order to ensure transparency and fairness in the director nomination process, KEPCO strictly adheres to its internal regulations and relevant laws regarding the eligibility criteria and appointment process for directors. Moreover, KEPCO verifies the eligibility criteria of each director candidates, as required by the Act on the Management of Public Institutions, the Public Service Ethics Act and the Korean Commercial Act. In addition, KEPCO enlists the assistance of the Ministry of Gender Equality and Family and other organizations to recruit women candidates and thereby foster a more gender-balanced representation in its Board of Directors.

KEPCO provides detailed information with director appointment process to shareholders at least two weeks before the General Meeting of Shareholders, to review thoroughly on director candidates. Also, KEPCO persistently makes efforts to reflect minority shareholders’ opinions.

We do not exclude concentrated voting under Articles of Incorporation of KEPCO. If concentrated voting is claimed by a shareholder who has more than 1% of the issued shares, in a General meeting of shareholders subjects to the appointment of more than two directors, we can adopt concentrated voting in accordance with Korea Commercial Act.

3.Non-Standing Directors

In order to ensure fairness and transparency in the appointment ofnon-standing directors, KEPCO carries out such appointments in strict compliance with the specified procedures set out in Regulations Concerning Operations of the Director Nomination Committee for nomination ofnon-standing director candidates and after a careful scrutiny for any statutory reason for disqualification, including under the Korean Commercial Act.

The following tables sets forth the term ofnon-standing directors and significant interests as of May 28, 2020;

Name	Positions held Since   (tenure)	Work Experience in		Transactions of the company which each non-standing director is its  majority shareholder, in the past 3 fiscal years with		Transactions of the company which each non-standing director concurrently  holds its position, in the past 3 fiscal years with
		KEPCO	KEPCO’s Subsidiaries	KEPCO	KEPCO’s Subsidiaries	KEPCO	KEPCO’s Subsidiaries
Kim, Chang-Joon	Mar. 19, 2018 (2yr 4m)	No	No	No	No	No	No
Yang, Bong-Ryull	Apr. 4, 2018 (2yr 2m)	No	No	No	No	No	No
Kim,Jwa-Kwan	Apr. 4, 2018 (2yr 2m)	No	No	No	No	No	No
Jung,Yeon-Gil	Apr. 4, 2018 (2yr 2m)	No	No	No	No	No	No
Noh,Geum-Sun	Jun. 12, 2018 (2yr)	No	No	No	No	No	No
Choi, Seung-Kook	Jun. 12, 2018 (2yr)	No	No	No	No	No	No
Park,Cheol-Su	Jun. 12, 2018 (2yr)	No	No	No	No	No	No
Park,Jong-Bae	Jan. 31, 2020 (4m)	Mar. 1987 – Feb. 1998 (11yr)	No	No	No	No	No

As of May 28, 2020, none of KEPCO’snon-standing directors concurrently holds any position in other company.

4. Evaluation ofNon-Standing Directors

(1) Evaluation

Evaluation of thenon-standing directors is conducted in accordance with the Act on the Management of Public Institutions. Evaluation is done regularly once every six months and two months prior to the expiry of the director’s term. Evaluation includes the attendance rates in the BOD meetings, performance in the BOD and contribution to KEPCO.

If the results from an evaluation of anon-standing director show poor performance, the Ministry of Economy and Finance may dismiss thenon-standing director through the resolution by the Public Institutions Steering Committee or propose the dismissal of thenon-standing director to the person who has the right to appoint thenon-standing director. The term of office fornon-standing directors is two years, and it can be renewed by an increment of one year based on the evaluation results, at the discretion of the Minister of Ministry of Economy and Finance.

(2) Compensation

Compensation for anon-standing director does not exceed Won 30 million for a year, including fixed monthly payment and extra payment for attending meetings.

The following table sets forth compensations fornon-standing directors in 2019;

In thousands of Korean Won

Year	Number of non-standing directors	Total amount of remuneration	Average remuneration per director
2019	8	228,225	29,639

* The average remuneration per director is based on the average number ofnon-standing directors in 2019.

KEPCO does not grant stock options to thenon-standing directors as of May 28, 2020.

5. BOD Operation

(1) Outline of BOD Operation

KEPCO has operational details of the Board of Directors on the Articles of Incorporations of KEPCO and Regulations Concerning the Board of Directors. The Board of Directors is required to hold regular meetings on a monthly basis andnon-regular meetings as needed. Meetings of the Board of Directors are convened upon the request of the chairperson or of more than one third of the Directors. Notice of the meeting is required at least seven days before the meeting. The Korean Commercial Act permits attendance by teleconference or video conference.

The following table sets forth the details of the board meetings held from January 2019 to May 28, 2020.

Date	Attendance/ Total	Agenda	Results
Jan. 23, 2019	11/15	Approval to close the shareholders’ registry for the extraordinary general meeting of shareholders	Approved as proposed
		Approval to call for the extraordinary general meeting of shareholders for the fiscal year 2019	Approved as proposed
Feb. 22, 2019	14/15	Approval to call for the annual general meeting of shareholders for the fiscal year 2018	Approved as proposed
		Approval of the amendments to the Regulations Concerning Internal Control over Financial Reporting	Approved as proposed
		Approval of consolidated and separate financial statements for the fiscal year 2018	Approved as proposed
		Approval of the maximum aggregate amount of remuneration for directors in 2019	Approved as proposed
		Report on the annual management of commercial papers in 2018	Accepted as reported
		Report on internal control over financial reporting for the fiscal year 2018	Accepted as reported
		Evaluation report on internal control over financial reporting for the fiscal year 2018	Accepted as reported
		Report on audit results for 2018	Accepted as reported
Mar. 15, 2019	14/15	Approval of the establishments of and contributions to the subsidiaries for meter-reading and security services to convert subcontracted worker to permanent employees	Approved as proposed
		Approval to consign contract administration regarding construction of distribution facilities to Public Procurement Service	Approved as proposed

Apr. 12, 2019	15/15	Approval of personnel increase	Approved as proposed
		Approval of the amendment to the Rules on Employment	Approved as proposed
		Approval of amendments to the Regulation for Employee Remuneration and Welfare	Approved as proposed
May 17, 2019	15/15	Approval of amendments to the construction planning of the flagship electronic vehicles charging station	Approved as proposed
		Approval of liquidation of Ulleungdo Natural Energy Co., Ltd.	Approved as proposed
		Report on audit results for the first quarter of 2019	Accepted as reported
Jun. 21, 2019	15/15	Approval of amendment to the Electricity Usage Agreement	Deferred*
		Approval of amendment to the Regulations Concerning the Board of Directors	Approved as proposed
		Approval of themid-to-long term financial management plan (2019-2023)	Approved as proposed
		Approval of the safety management plan of 2019	Approved as proposed
		Approval to consign contract administration of ICT Planning Department to Public Procurement Service	Approved as proposed
Jun. 28, 2019	15/15	Approval of amendment to the Electricity Usage Agreement	Approved as proposed
		Approval of amendment to the electricity tariff system	Approved as proposed
Jul. 19, 2019	14/15	Approval of donation of KEPCO Energy Park exhibition	Approved as proposed
		Approval of contribution to solar power project in Mexico	Approved as proposed
Aug. 8, 2019	14/15	Approval of establishment of and contribution to KEPCO Tech University	Approved as proposed
Aug. 22, 2019	13/15	Approval of deliberation on former executive’s violation of job integrity agreement	Approved as proposed
		Report on audit results for the second quarter of 2019	Accepted as reported
		Report on financial statements for the first half of 2019	Accepted as reported
Oct. 22, 2019	12/15	Approval of themid-to-long term management target (2019-2024)	Approved as proposed
		Approval of investment in the Encourage Fund for Rural communities in 2019	Approved as proposed
		Approval of the establishment of KEPCO laboratory company	Approved as proposed
		Approval of contribution to Ukudugas-fired power project in Guam, United States	Approved as proposed

Nov. 28, 2019	13/15	Approval of establishment of and contribution to a subsidiary for inbound call services to convert subcontracted workers to permanent employees	Approved as proposed
		Approval of the amendment to the Rules on Employment	Approved as proposed
		Approval of amendments to the Regulation for Employee Remuneration and Welfare	Approved as proposed
		Approval of liquidation of Korea Electric Power Nigeria Ltd.	Approved as proposed
		Approval of R&D plan of 2020	Approved as proposed
		Approval of budget plan and borrowings in 2020	Approved as proposed
		Approval of forming Director Nomination Committee and evaluation standards for the candidates ofnon-standing director	Approved as proposed
		Report on audit results for the third quarter of 2019	Accepted as reported
Dec. 30, 2019	13/14	Approval of amendments to the Electricity Usage Agreement and Rules for Operation	Approved as proposed
Jan. 22, 2020	13/14	Approval of the safety management plan of 2020	Approved as proposed
Feb. 28, 2020	14/14	Approval of forming Director Nomination Committee and evaluation standards for the candidates ofnon-standing director	Approved as proposed
		Approval to call for the annual general meeting of shareholders for the fiscal year 2019	Approved as proposed
		Approval of consolidated and separate financial statements for the fiscal year 2019	Approved as proposed
		Approval of the maximum aggregate amount of remuneration for directors in 2020	Approved as proposed
		Approval of amendments to the Articles of Incorporation	Approved as proposed
		Approval to consign contract administration regarding construction of distribution facilities to Public Procurement Service	Approved as proposed
		Report on audit results for 2019	Accepted as reported
		Report on internal control over financial reporting for the fiscal year 2019	Accepted as reported

		Report on the evaluation of internal control over financial reporting for the fiscal year 2019	Accepted as reported
		Report on the annual management of commercial papers in 2019	Accepted as reported
		Report on the contribution plan to the educational foundation (tentatively named as KEPCO Tech University)	Accepted as reported
		Report on operating plan of the Act on the Control and Supervision on Nuclear Power Suppliers, etc. for the Prevention of Corruption in the Nuclear Power Industry (2020-2021)	Accepted as reported
Mar. 20, 2020	14/14	Approval of utilization project of Gwanak-Dongjak regional office site	Approved as proposed
		Approval of contribution to agas-fired power project and establishment of Operation & Maintenance company in Pulau Indah, Malaysia	Approved as proposed

* The agenda for the proposed approval of amendment to the Electricity Usage Agreement on June 21, 2019 was deferred, as the directors requested to have further discussion on this matter.

(2) Performance of Directors

KEPCO prepares minutes and depositions for each board meeting, specifying the time, place, attendees’ list, comments of attendees’ at the meeting and results of the resolutions. We note the opposing directors to the agenda and reasons for his or her opposition; such minutes are signed by each director presents at the meeting and made publicly available through KEPCO’s corporate website and All Public InformationIn-One website except company secrets. The minutes also are preserved at the headquarters after reports and confirmation at the following board meeting.

The following table sets forth the attendance and approval rates of the directors in the fiscal year of 2019.

Name	Type	Position Held Since	Attendance Rate	Approval Rate
JongKap KIM	Standing	Apr. 13, 2018	92%	not disclosed
Lee,Jung-Hee	Standing	Aug. 13, 2018	100%	not disclosed
Kim,Hoe-Chun	Standing	Jul. 16, 2018	100%	not disclosed
Kim,Dong-Sub	Standing	Jul. 16, 2018	92%	not disclosed
Park, Hyung-Duck	Standing	Jul. 16, 2018	100%	not disclosed
Lim, Hyun-Seung	Standing	Jul. 16, 2018	92%	not disclosed
Kim,Sung-Arm	Standing	Mar. 4, 2019	91%	not disclosed
Kim, Chang-Joon	Non-Standing	Mar. 19, 2018	85%	not disclosed
Yang, Bong-Ryull	Non-Standing	Apr. 4, 2018	100%	not disclosed
Kim,Jwa-Kwan	Non-Standing	Apr. 4, 2018	85%	not disclosed
Jung,Yeon-Gil	Non-Standing	Apr. 4, 2018	100%	not disclosed
Noh,Geum-Sun	Non-Standing	Jun. 12, 2018	100%	not disclosed
Choi, Seung-Kook	Non-Standing	Jun. 12, 2018	92%	not disclosed
Park,Cheol-Su	Non-Standing	Jun. 12, 2018	100%	not disclosed
Kim, Tae-Yoo	Non-Standing	Oct. 10, 2018	54%	not disclosed

* Individual director’s approval rate including the proposed approval of amendment to the electricity tariff system on June 28, 2019 is not disclosed, pending confirmation of the facts regarding a criminal complaint and a derivative lawsuit by the minority shareholders of KEPCO, alleging breach of fiduciary duty with respect to KEPCO’s amendment to the electricity tariff system.

6. Subcommittees

Under the Board of Directors, there are two subcommittees, namely, Audit Committee and Director Nomination Committee.

(1) Audit Committee

KEPCO maintains an Audit Committee pursuant to the Korean Commercial Act. The Audit Committee consists of three members, two of who are required to benon-standing directors. The details of the Audit Committee are provided in ‘IV. Audit’ section.

(2) Director Nomination Committee

The Director Nomination Committee is convened on anad-hoc basis depending on the need for new appointment of directors, in accordance with the Act on the Management of Public Institutions. The Committee members consist ofnon-standing directors and others selected by the Board of Directors and must be not less than five and not more than fifteen persons, of which the Board of Directors elects less thanone-half of the members.

The Director Nomination Committee from January 2019 to May 28, 2020 were held as follows;

Round	Date	Agenda	Results
1	Nov. 29, 2019	Determine recruiting schedule, means of recruiting and screening	Approved as proposed
2	Dec. 20, 2019	Document screening	Approved as proposed
3	Mar. 4, 2020	Determine recruiting schedule, means of recruiting and screening	Approved as proposed
4	Mar. 13, 2020	Document screening	Approved as proposed

IV. Audit

1. Internal Audit

(1) Responsibilities and Authorities of the Audit Committee

KEPCO maintains an Audit Committee pursuant to the Act on the Management of Public Institutions, and the composition, responsibilities and authorities of the Audit Committee are provided in the Regulations Concerning Operations of the Audit Committee.

The Audit Committee consists of three directors, two of who are required to benon-standing directors. The chairperson of the committee is required to be anon-standing director. At least one member of the committee must be an accounting or financial expert pursuant to the Enforcement Decree of the Korean Commercial Act.

One member of Audit committee is a standing director, and such director is appointed based on the recommendation of Director Nomination Committee and by the resolution of General Meeting of Shareholders. The other members of the Audit Committee who arenon-standing directors are appointed from among thenon-standing directors by the resolution of General Meeting of Shareholders; the members of the Audit Committee independently and separately conduct an audit on management. The standing director of the Audit Committee shall not concurrently hold the post of public official, executive or employee of the institution subject to self-audit, engage in duties for the purposes of financial gain other than public duties pursuant to the Act on Public Sector Audits.

The following table sets forth the current members of the Audit Committee.

Title	Type	Name	Experiences Related to the Audit
Chairperson	Non-Standing	Noh, Geum-Sun	Certified Public Accountant of Samil PricewaterhouseCoopers (1995~1996) Certified Public Accountant of Daesung Accounting Corp. (1996~1997) Certified Public Accountant of Mirae Accounting Firm (1997~2000) Auditor of Golden Bridge Asset Management (2012~2013)
Member	Non-Standing	Jung,Yeon-Gil	Ph. D. of Engineering in Inorganic Materials Energy Policy Consultant of the Ministry of Trade, Industry and Energy (2018~)
Member	Standing	Lee,Jung-Hee	President of Gwangju Bar Association (2005~2007) Committee Member of Presidential Committee on Judicial Reform (2006) Commissioner of Judicial Evaluation Committee of Korean Bar Association (2017~2018)

The Audit Committee conducts an audit on KEPCO’s business and accounting, inspect the business and assets of the company, evaluate the Internal Control over Financial Reporting of the company and examine internal monitoring system. The committee carries out its duties independently of the Board of Directors and Managements to secure objectivity.

The Audit Committee, if necessary in carrying out its duties, may request attendance of employees of the company and external auditors’ attendance or submission of related materials and statements of opinions and consultation from external experts.

Matters subject to the review and resolutions by the Audit Committee are as follows:

• Request to hold an extraordinary general meeting of shareholders;

• Inspect the agenda and related documents for the general meeting of shareholders;

• Report to the Board of Directors regarding a director’s contravention of laws and Articles of Incorporation;

• Prepare an audit report on the financial statements to be submitted to the general meeting of shareholders;

• Seek an injunction against a director if the director’s activities contravene KEPCO’s articles of incorporation or relevant laws and such activities are suspected of causing irreversible harm;

• Request the directors to report on the status of the business

• Represent KEPCO in case of a conflict of interest (including a lawsuit) between KEPCO and the directors;

• Establish the annual audit plan;

• Establish, amend or abolish KEPCO’s Code of Ethics and its related guidelines;

• Approve the appointment, change and dismissal of external auditors;

• Negotiate the compensation contract with external auditors;

• Approve anynon-audit work to be performed by external auditors;

• Decide on the scope of matters that require consultation with external auditors;

• Establish, modify and abolish the Regulations Concerning Operations of the Audit Committee and the Internal Regulations for Auditing; and

• Any other matters deemed necessary by the Audit Committee or other matters delegated to the Audit Committee by the Board of Directors or by law.

The Audit Committee shall receive reports on the following:

• Report by directors on business and operations

• Results of the following audits:

• Audit by the Board of Audit and Inspection

• Comprehensive and special audits to the extent the results have a material effect on KEPCO’s business and management;

• Annual audit results; and

• Audit results requested by two or morenon-standing directors

• Annual audit training plan

• Report from external auditors on a director’s illegal act or any improper behavior in the course of performance of his or her duties

• Report from external auditors on KEPCO’s violation of accounting standards and policy

• Report from external auditors on the audit and related reporting

• Evaluation of the auditing activities by external auditors

• Design, performance and potential improvements related to the internal monitoring system

• Review of the appropriateness of critical accounting policies and estimates

• Review of the soundness of financial activities and the accuracy of financial reporting

• Review of the appropriateness of public disclosure

• Breach of the Management Instruction stipulated in the Audit Standard of Public Institutions and Quasi-Governmental Institutions

• Any other matters deemed necessary by the Audit Committee.

The breach of the law and the Articles of Incorporation of KEPCO by the management will be reviewed and resolved by the Audit Committee and be reported to the Board of Directors. The Committee receives reports from outside accounting firms on a director’s illegal act or any improper behavior in the course of performance of his or her duties. Any illegal acts or breaches of the management will be scrutinized in accordance with the internal audit plans and materiality of the matter and when such breaches and acts are of great importance, they will be reported to investigative authorities.

KEPCO has established an internal audit body, which directly reports to the Audit Committee. This body is an independent headquarters audit support team separate from the other executive teams. KEPCO also has installed internal audit teams in fifteen regional headquarters, three regional construction headquarters and seven specialized business departments.

The internal audit teams carry out comprehensive audits, ordinary audits and extraordinary audits based on the annual audit plan approved by the Audit Committee at the beginning of the year and regularly report the results of these audits to the Audit Committee and the Board of Directors. The entirety of these audit results are accessible from KEPCO’s corporate website.

The Audit Committee members attend Board of Directors meetings and receive reports on business management that are of great importance. The committee members can easily have access to important information as it is stipulated in the internal audit plans that the committee members may receive reports on matters of great importance when it is required by the committee.

The audit committee members are trained by external professionals to foster their expertise in audit.

The following table sets forth the trainings took by the Audit Committee members in 2019.

Date	By	Attended members	Agenda
Nov. 28, 2019	Samjong KPMG	Noh,Geum-Sun Jung,Yeon-Gil Lee,Jung-Hee	•  Changes in Internal Control over Financial Reporting following the amendment to the Act on External Audit of Stock Companies, Etc. and its practical standards •  Transition in the role of Audit Committee with Internal Control over Financial Reporting

(2) Operation of the Audit Committee and the Performance of the members

Under the Regulations Concerning Operations of the Audit Committee, the committee holds regular meetings on a quarterly basis and also on anas-needed basis. Notice of the meeting specifying the time, place, purpose and agenda must be provided to the members of the committee at least seven days prior to the date of the meeting. The quorum for the committee meeting is a simple majority, and resolutions are made by the majority of the members present.

The following table sets forth the details of the meetings of the Audit Committee from January 2019 to May 28, 2020.

Date	Agenda	Results
Jan. 18, 2019	Approval of selection of external auditors of subsidiaries	Approved as proposed
Feb. 22, 2019	Approval of amendments to the guidelines for the whistleblowing process and whistleblower protection	Approved as proposed
	Approval of audit plans for 2019	Approved as proposed
	Approval of amendments to the Internal Accounting Control Regulations	Approved as proposed
	Prior approval for thenon-audit service for subsidiaries by the external auditor	Approved as proposed
	Auditor’s report on the agendas for the extraordinary general meeting of shareholders	Approved as proposed
	Report on internal control over financial reporting for the fiscal year 2018	Accepted as reported
	Evaluation report on internal control over financial reporting for the fiscal year 2018	Accepted as reported
	Report on the audit results for 2018	Accepted as reported
	Approval of Training plans for auditors for 2019	Accepted as reported
Mar. 15, 2019	itor’s report on the agendas for the annual general meeting of shareholders	Approved as proposed
	Auditor’s report on the annual general meeting of shareholders	Approved as proposed
	Amendments to guidelines for internal audit regulations and the guidelines for the Practice for KEPCO executives and staff members	Approved as proposed
	Approval of selection of external auditors of subsidiaries	Approved as proposed
	External auditor’s report on the audit results for the consolidated and separate financial statements for the fiscal year 2018	Accepted as reported
Apr. 12, 2019	Approval of selection of external auditors of subsidiaries	Approved as proposed
	Prior approval fornon-audit service for subsidiaries by the external auditor	Approved as proposed
	Report on the Form20-F for the fiscal year 2018 to be filed with the U.S. Securities and Exchange Commission	Accepted as reported
	Auditor’s report for fiscal year 2018 in accordance with U.S. accounting principles	Accepted as reported
May 17, 2019	Approval of amendments to the guidelines for disciplinary actions	Approved as proposed
	Prior approval for thenon-audit service for subsidiaries by the external auditor	Approved as proposed
	Report on the new accounting policy according to the amendments to IFRS16 Leases	Accepted as reported
	Report on the audit results for the first quarter of 2019	Accepted as reported
	Report on results of external audits during the first quarter of 2019	Accepted as reported

Jun. 21, 2019		Approval of amendment to the guidelines for immunity of proactive performance	Approved as proposed
		External auditor’s report on the audit plans for the fiscal year 2019	Accepted as reported
Aug. 22, 2019		Approval of appointment of external auditors of subsidiaries	Approved as proposed
		Prior approval for thenon-audit service for subsidiaries by the external auditor	Approved as proposed
		Approval of countermeasures for a lawsuit by the minority shareholders of KEPCO	Approved as proposed
		Approval of amendments to the Code of Conduct	Approved as proposed
		External Auditor’s review report for the first half of 2019	Accepted as reported
		Report for deliberation on former executive’s violation of job integrity agreement	Accepted as reported
		Report on audit results for the second quarter of 2019	Accepted as reported
Oct. 22, 2019		Prior approval for thenon-audit service for subsidiaries by the external auditor	Approved as proposed
		Approval of amendments to internal audit regulations	Approved as proposed
Nov. 28, 2019		External Auditor’s review report for the third quarter of 2019	Accepted as reported
		Report on audit results for the third quarter of 2019	Accepted as reported
Jan. 22, 2020		Approval of appointment of external auditors of subsidiaries	Approved as proposed
		Approval of Audit plans for 2020	Approved as proposed
		Report on Training plans for auditors in 2020	Accepted as reported
		Prior report on the independence of external auditors	Accepted as reported
Feb. 28, 2020		Approval of the consolidated and separate financial statements and business report for the fiscal year 2019	Approved as proposed
		Report on internal control over financial reporting for the fiscal year 2019	Accepted as reported
	��	Report on the evaluation on internal control over financial reporting for the fiscal year 2019	Accepted as reported
		Report on agendas with the audit service by external auditors for fiscal year 2019	Accepted as reported
		Report on audit results for the fiscal year 2019	Accepted as reported

Mar. 20, 2020	Prior approval for the non-audit service for subsidiaries by the external auditor	Approved as proposed
	Approval of the investigation result on the agendas for the annual general meeting of shareholders	Approved as proposed
	Approval of auditor’s report for the annual general meeting of shareholders	Approved as proposed
	Report on audit results by the external auditor for the fiscal year 2019	Accepted as reported
Apr. 10, 2020	Approval of selection of external auditors of subsidiaries	Approved as proposed
	Report on the Form20-F for the fiscal year 2019 to be filed with the U.S. Securities and Exchange Commission	Accepted as reported
	Auditor’s report for the fiscal year 2019 in accordance with U.S. accounting principles	Accepted as reported

The following table sets forth the attendance rates of the current directors in the fiscal year of 2019.

Name	Type	Position held since	Attendance Rate
Noh,Geum-Sun	Non-Standing	Jun. 12, 2018	100%
Jung,Yeon-Gil	Non-Standing	Apr. 4, 2018	88.89%
Lee,Jung-Hee	Standing	Aug. 13, 2018	100%

Audit procedures are conducted in accordance with the audit plans that pursuant to the Act on Public Sector Audits. Details of meetings of the Audit Committee including meeting date, venue, agenda, statements made and results are documented and signed by the attended members. The Audit Committee makes reports at Meetings of Shareholders regarding the meeting agenda, investigation results and audit reports statements in accordance with the Regulations Concerning Operations of the Audit Committee and the Korean Commercial Act.

The internal audit teams carry out their duties faithfully.

2. External Auditor

(1) Appointment of External Auditors

As a listed company, KEPCO appoints the same auditor as its external auditor for three consecutive fiscal years in compliance with the Act on External Audit of Stock Companies, etc. The Audit Committee approves the appointment of such external auditor.

The external auditor selection process involves a general competitive bidding, followed by negotiation of the engagement agreement. In order to be an eligible bidder, the external auditor must be a domestic accounting firm registered with the U.S. PCAOB and is thoroughly knowledgeable about U.S. accounting standards, or a domestic accounting firm affiliated with a professional organization, and must be a firm with no issues regarding independence.

The Audit Committee comprehensively considers the following qualities when approving the selection of external auditor: auditing period, proper number of skilled manpower, compensations, appropriateness of audit plans, independence and expertise. Moreover, by organizing a bidding evaluation committee, the audit committee evaluates each bidder with the criteria of financial condition, understanding of KEPCO, allocation and proposed management of professionals, project implementation plan, audit quality and the availability of other accounting services.

Accordingly, on November 16, 2018, the Audit Committee approved the appointment of Ernst & Young Han Young as KEPCO’s external auditor for the fiscal years from 2019 to 2021.

The Audit committee evaluates annually the audit performance of the external auditor based on the compliance with the matters determined at the appointment, the adequacy of audit procedures, cooperation with the internal audit teams, and any sanctions by the regulatory authorities.

In limited circumstances, the Audit Committee may selectively authorize the external auditor to engage innon-audit services (such as tax adjustment services) that external auditor must perform as required under relevant laws, but only after finding that there are no significant independence issues as well as confirming full compliance with Section 201 of U.S. Sarbanes-Oxley Act, the Code of Ethics for Korean Certified Public Accountants and Regulations Concerning Operations of the Audit Committee. The Audit Committee also considers any detriment to independence caused by such engagement, the need for a separate engagement agreement and the appropriateness of the fees being paid.

The external auditor providednon-audit services to KEPCO and its subsidiaries in 2019 as follows;

Date	Services	External Auditor	Compensations
Feb. 11, 2019	Certification on the issuance of a foreign currency bond of KOMIPO	Samjong KPMG	Won	133,000,000
May 20, 2019	Transfer pricing on the loan of KOSPO Chile SpA from the related party	Ernst & Young Han Young	Won	4,264,950
	Tax advice on Moolarben coal project in Australia	Ernst & Young Han Young	Won	20,257,000
Jul. 29, 2019	Certification on the issuance of a foreign currency bond of KOWEPO	Ernst & Young Han Young	Won	180,000,000
Aug. 26, 2019	Tax advice on refinancing of KST Electric Power Company in Mexico	Ernst & Young Han Young	Won	42,800,000
Nov. 4, 2019	Tax report on Qatrana Electric Power Company in Jordan	Ernst & Young Han Young	Won	15,025,000
Dec. 2, 2019	Tax advice on KEPCO–LG CNS Mangilao Solar, LLC in United States	Ernst & Young Han Young	Won	24,214,000

(2) Communications between the Audit Committee and the external auditor

Theface-to-face meetings of the audit committee and the external auditor in the fiscal year of 2019 to May 28, 2019 is listed as follows;

Date	Attendance/ Total	Contents	External Auditor
Mar. 15, 2019	3/3	Report on audit results for the consolidated and separate financial statements for the fiscal year 2018	Samjong KPMG
Apr. 12, 2019	3/3	Report for fiscal year 2018 in accordance with U.S. accounting principles	Samjong KPMG
May 17, 2019	3/3	Report on results of external audits during the first quarter of 2019	Ernst & Young Han Young
Jun. 21, 2019	3/3	Report on Audit plans for 2020	Ernst & Young Han Young
Aug. 22, 2019	3/3	Report on results of external audits during the first half of 2019	Ernst & Young Han Young
Nov. 28, 2019	3/3	Report on results of external audits during the third quarter of 2019	Ernst & Young Han Young
Jan. 22, 2020	2/3	Prior report on the independence of external auditors	Ernst & Young Han Young
Feb. 28, 2020	2/3	Report on auditing for the consolidated and separate financial statements for the fiscal year 2019	Ernst & Young Han Young
Mar. 20, 2020	2/3	Report on audit results for the consolidated and separate financial statements for the fiscal year 2019	Ernst & Young Han Young
Apr. 10, 2020	2/3	Report on auditing of Form 20-F for the fiscal year 2019 to be filed with the U.S. Securities and Exchange Commission	Ernst & Young Han Young
Apr. 29, 2020	2/3	Report on audit results of Form20-F for the fiscal year 2019 to be filed with the U.S. Securities and Exchange Commission	Ernst & Young Han Young

The Audit committee receives direct reporting from, and exchanges views with the external auditor at least on a semi-annual basis as to KEPCO’s critical accounting policy, review of the half-year financial statements, annual audit results and any illegal or improper act of KEPCO employees in the course of employment.

The external auditor reports to the Audit committee on important matters discovered during audit procedure through various methods includingface-to-face meeting,e-mail and phone calls. The Audit Committee gives full support to the external auditor in conducting audit procedures. The communications between the external and internal audit teams and important matters found by the external auditors are reflected in internal audit procedures after reviewed by the internal audit teams.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

By:	/s/Kim, Byung-in
Name:	Kim, Byung-in
Title:	Vice President

Date: June 24, 2020