The Board of Directors is the corporation’s highest decision-making body and is assigned the oversight and fiduciary responsibilities under the Korean Commerce Act and the Samsung Electronics Articles of Incorporation. Qualified shareholders can submit proposals to the company through the Board of Directors, which then presents them on the agenda at the General Shareholders Meeting for consideration and approval.


Composition of BOD

As of March 2009, five out of nine BOD members are independent directors to ensure the independency and transparency of the Board’s decision-making process. The composition changed from seven independent directors to the current five outside directors as decided in the 2009 Regular General Shareholders’ meeting in order to more flexibly respond to rapidly-changing business environments and enhance the operating efficiency of the BOD. Under the Articles of Incorporation, the Outside Directors Recommendation Committee first selects candidates from a pool of professionals with expertise or experience in business management, economics, accounting, law, or relevant technologies, and then submits their final candidates for the approval of the shareholders at the General Shareholders Meeting. The independent directors conduct separate meetings of their own to work on their recommendations. All directors are prohibited from engaging in business activities within the same industry without the approval of the board. This arrangement is to prevent conflict of interests, as specified in the Korean Commerce Act and the Samsung Electronics Articles of Incorporation.



List of Directors
Title Name Gender Position Tasks
CEO, Vice Chairman Yoon-woo Lee M Head of DS Business Unit and chairman of the board of directors Overall corporate management and Device Solution(DS) management
President Gee-sung Choi M Head of DMC Business Unit Digital Media & Communication (DMC) management
President Ju-Hwa Yun M Audit Team manager Corporate Auditing
Vice President Sang-hoon Lee M Business Support Team manager Overall corporate strategy
Independent Director Kap-Hyun Lee M Former President & CEO / Korea Exchange Bank Overall management
Independent Director Dong-Min Yoon M Attorney – at – law / Kim & Chang Law Office Overall management
Independent Director Chae-Woong Lee M Professor of Economics / Sung Kyun Kwan University Overall management
Independent Director Goran S. Malm M Chairman & CEO / Boathouse Ltd. Overall management
Independent Director Oh-Soo Park M Professor of business Admin / Seoul National University Overall management

BOD Roles and Operation

In 2008, a total of five BOD meetings were held to address 23 agenda items. The three-year average attendance rate (2006-2008) of the BOD stands at 86%. The BOD has four committees: Management Committee, Audit Committee, Outside Director Recommendation Committee, and Internal Transaction Committee. We do not have a separate, dedicated committee for corporate governance, as the function is performed by the Internal Transaction Committee. The Audit Committee, comprised of three independent directors, supervises and supports the management to maximize corporate value

2008 BOD Committees and Functions
Committee Functions Members
Management
Committee		 Deliberates and decides matters either delegated by the board of directors, or specified in the Articles of Incorporation or the Regulation of the Board of Directors with the aim of enhancing professionalism and efficiency in decision-making Yoon-Woo Lee (chair)
Gee-Sung Choi
Sang-Hoon Lee
Audit Committee Conducts auditing functions under the stipulation of governing regulations, Articles of Incorporation and Audit Committee Regulations. Kap-Hyun Lee (chair)
Chae-Woong Lee,
Oh-Soo Park
Outside Director
Recommendation Committee		 Recommends candidates for outside director under the governing regulations. Articles of Incorporation and Board of Directors regulations. Chae-Woong Lee (chair)
Oh-Soo Park, Yoon-Woo Lee ,
Gee-Sung Choi
Internal Transaction
Committee		 Enhances corporate transparency and promotes fair transactions through compliance programs Kap-Hyun Lee (chair)
Chae-Woong Lee,
Oh-Soo Park