about SAMSUNG Electronics
- CEO message
- profile of SAMSUNG Electronics
- vision and strategy
- corporate governance and management system
corporate governance and management system
SAMSUNG Electronics’ decision-making and supervisory process enhances corporate transparency and accountable management and thus, constitutes an environment where creative and progressive entrepreneurship can be maximized. SAMSUNG Electronics pursues the management philosophy favorable for every stakeholder in order to prevent certain stakeholders disadvantaged.
- corporate governance
- board committees
- other special committees (non-BOD committees)
corporate governance
board of directors
SAMSUNG Electronics’ decision-making and supervisory process enhances corporate transparency as well as accountable management and thus, constitutes an environment where corporate value can be maximized.
The Board of Directors, the chief decision-making body of the company, consists of thirteen Directors, including six Executive Directors and seven Independent Directors. Independent Directors account for over 50% of BOD to secure independent and transparent decision-making processes.
There are two types of Board Meetings: regular and extraordinary Board Meetings. Regular Board Meeting is generally held once a quarter to make resolutions on issues including approval of quarterly financial statements and quarterly reports, and Extraordinary Board Meeting is held whenever deemed necessary. Total 8 Board Meetings were held in 2005.
The meeting of the Board of Directors shall be convened by the chairman. The chairman shall present agendas and reasons for the meeting 2 or 3 days before the meeting by mail, e-mail, or verbal notice provided that such notice may be omitted with the consent of all directors.
The presence of the majority of the Directors shall constitute a quorum for a meeting of the Board of Directors and the resolutions of the Board of Directors shall be adopted by a majority of the votes of the Directors attending the meeting; provided that Board meetings may take place via electronic means, such as conference call, within the scope provided by relevant laws. For fair review and reasonable decision-making, a Director having a special interest in the resolution of a general meeting can not exercise his/her voting rights thereupon. In such case, his/her voting shall not be counted.
BOD makes a resolution on matters provided for by the relevant laws and regulations or the Articles of Incorporation, matters delegated by generals meeting of shareholders, matters related to basic policies in the company management, and matters concerning directors.
BOD recognizes the significance of the issues related to the company’s sustainability including environmental and social issues as well as business-related financial issues, and is fully serving as the chief decision-making body of the company.
structure of the BOD
