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Board of Directors

The BOD consists of four executive directors and five independent directors

Board
Composition

Samsung Electronics’ Board of Directors is composed of four executive directors and five independent directors. In accordance with Article 542-8 of the Commercial Act, independent directors constitute a majority of the Board. The Board is leveraging their expertise and skills in various fields to ensure efficient and strategic decision-making.

Our Company's Board of Directors
Name Responsibility
& Title
Committee
Management
Committee
Audit
Committee
Independent Director Recommendation Committee Related Party Transactions Committee Compensation
Committee
Governance
Committee
Oh-Hyun Kwon
(Chairman of BOD)
CEO
(Device Solutions)
& Vice Chairman
Management Committee (Head)   Independent Director Recommendation Committee      
Boo-Keun Yoon CEO
(Consumer Electronics)
& President
Management Committee          
Jong-Kyun Shin CEO
(IT & Mobile Communications)
& President
Management Committee          
Jae-Yong Lee Vice Chairman            
In-Ho Lee Independent Director   Audit Committee (Head)   Related Party Transactions Committee (Head) Compensation Committee Governance Committee
Han-Joong Kim Independent Director   Audit Committee Independent Director Recommendation Committee (Head) Related Party Transactions Committee   Governance Committee
Kwang-Soo Song Independent Director   Audit Committee   Related Party Transactions Committee Compensation Committee (Head) Governance Committee
Byeong-Gi Lee Independent Director     Independent Director Recommendation Committee   Compensation Committee Governance Committee (Head)
Jae-Wan Bahk Independent Director     Independent Director Recommendation Committee     Governance Committee
Election and Term of Directors

Directors shall be elected by resolutions of a general meeting of shareholders. Executive directors shall be elected from candidates recommended by the Board, and independent directors shall be recommended by the Independent Director Recommendation Committee.

At least three, but not more than fourteen directors shall sit on the Board, and in the case that two or more directors are nominated, the cumulative voting system as defined in Article 382-2 of the Commercial Act shall not be applicable.

All of our Board members’ term of office shall be three years. At the time of expiration, they are eligible for re-election at a general meeting of shareholders.

Chairman of the Board

The Chairman of the Board of Directors shall be appointed from among the directors by a resolution of the Board.

Expertise and Diversity of the Board of Directors

We seek candidates who can add new and diverse perspective to the Board, regardless of ethnicity, country of origin, or area of expertise. For independent directors, in particular, the Independent Directors Recommendation Committee selects candidates with in-depth knowledge and abundant experience in a variety of areas including business management, economy, accounting, law, technology, etc., who satisfy the requirements of related laws such as the Commercial Act.

Independence of Independent Directors

Director independence shall be determined by the independence requirements set forth by Article 382 and Article 542-8 of the Commercial Act and Article 24 of the Company’s Articles of Incorporation. If a Director meets criteria under applicable standards, he or she may not be deemed "independent“.
In particular, if someone has been a vice president of the Company, has a material interest in the Company or the majority shareholder, or has been an employee within the past two years, he or she will not be considered "independent".
Independent director In-Ho Lee acts as the representative of the Company's independent directors and serves as the principal liaison between the independent directors and the chairman. However, as the position of lead independent director has not been institutionalized in Korea, the Company is currently reviewing ways to define the role.

Other Public Boards

Among the Company's independent directors, Mr. Kwang-Soo Song and Mr. Jae-Wan Bahk hold independent director positions of other public companies (one company each).

Operation

Types of Board Meetings
  • Regular meetings : Generally held four times a year (once every quarter)
  • Extraordinary meetings : Held when deemed necessary
Convening of the Meeting of the Board of Directors
  • Board of Directors meetings are convened by the Chairman of the Board. The Chairman shall provide a notice of meeting to other members, along with an agenda and reasons for the meeting, at least 24 hours prior to the meeting.
  • Any Director may convene a meeting, with consent from the Chairman of the Board, in the case where the meeting is deemed necessary for the purpose of carrying out his/her duties. If the Chairman rejects a meeting request without a valid reason, the director who made the proposal may convene a meeting.
Resolution of the Board of Directors
  • The presence of the majority of all Directors shall constitute a quorum for a meeting of the BoD and the resolutions of the BoD shall be adopted by a majority of the votes of the Directors attending the meeting; provided that BoD 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 shall not be permitted to exercise his/her voting rights thereupon. In such case, his/her voting shall not be counted.

Matters To Be
Submitted

Related to the Convening of General Meetings of Shareholders and Matters to Be Submitted to the Meetings
  • Convening of general meetings of shareholders
  • Approval of business reports and financial statements
  • Amendment to the Articles of Incorporation
  • Dissolution, merger, and continuance of the Company
  • Transfer of the whole or an important part of the business of the Company
  • Election and dismissal of Directors
  • Remuneration of Directors, etc.
Matters Concerning Management of the Company
  • Determination and change of basic policy for management of the Company
  • Approval of business plans and quarterly and semi-annual reports, etc.
Matters Concerning Finance
  • Matters concerning issuance of shares
    - Determination of issuance of new shares
    - Issuance of convertible bonds and bonds with warrants
  • Acquisition, disposition, and redemption of treasury stock
  • Conclusion or renewal of internal transactions with related parties
  • Investment in or disposal of other corporate entities, provision of security or payment guarantee, conclusion of loan agreements, etc.
Matters Concerning Directors, Board of Directors and Committees
  • Approval of Directors holding a position in another company of a competitive and/or similar business field to the Company, and approval of transactions between a Director and the Company
  • Appointment of the Chairman of the Board
  • Appointment of the Representative Director, and determination of joint lead Directors
  • Establishment of committees, and appointment and dismissal of members thereof, etc.
Others
  • Amendment and abolishment of the operating regulations for the Board of Directors and the committees
  • Other matters provided for by the relevant laws and regulations or the Articles of Incorporation, matters delegated by general meeting of shareholders, and matters deemed necessary by the Representative Director.

Responsibility
And Duties

Directors' Fiduciary Duty

Directors shall carry out his/her duties faithfully for the Company, in accordance with relevant laws and Articles of Incorporation.

Director's Duty of Faithfulness

Pursuant to the Article 32 Prohibition of Competition by Directors, no Director shall effect any transaction which falls within the same class of business as that of the Company without consent of the Board of Directors or such committee as authorized by the Board of Directors, except when a Director is elected with the knowledge that his business is in competition with the Company. Also, a Director shall resign from office in case of serving on a company in competition with the Company or becoming a public official.

Prohibition of Competition by Directors

No Director shall effect any transaction which falls within the same class of business as that of the Company without consent of the Board of Directors or such committee as authorized by the Board of Directors, except when a Director is elected with the knowledge that his business is in competition with the Company.

Other

Directors' Liability Insurance
  • The Company purchases Directors' liability insurance after approval from the Board of Directors or Board committees, as provided by internal regulations.
  • Compensation Scope : Compensation is paid to shareholders or others who suffer loss from Directors' violation of their fiduciary duty and duty of faithfulness in doing corporate business.
Other Support for Independent Directors
  • In conformity with relevant clauses of the related regulations, Independent Directors, who play a crucial role in maintaining the independence of the Board of Directors, are entitled to get help from outside experts in making important decisions. Accordingly, the Company provides Independent Directors with outside help, including but not limited to legal and accounting advices.
  • The Company holds regular meetings (when the Board meets each quarter) and irregular meetings for Independent Directors without management present, to help them discuss management issues and make proposals more freely.
  • The Company also spares no support to ensure Independent Directors discharge their duties more aggressively and independently. We provide Independent Directors with orientation and training including regular visits to domestic and overseas sites with reports on the operations.

Activities