About Samsung

Audit committee

3Q FY2012

A sharp increase in the number of Independent Directors made it difficult for the Company to convene Board meetings as often as is needed. Therefore, the Company set up committees under the Board in accordance with relevant laws and delegated some of the Board authority to the committees, each of which is filled with Directors who can bring their expertise and experience to the assigned committee.

Board committees, established and operating in accordance with Article 28-2 of Articles of Incorporation, are as set forth:

  • Management Committee
  • Audit Committee
  • Independent Director Recommendation Committee
  • Related Party Transactions Committee
  • Compensation Committee
  • CSR Committee

* Others
The Company has the Compensation Committee which consists of Executive Directors and major Senior Vice Presidents though it is not a committee under the Board of Directors. Also, although the Company does not have a separate corporate governance Committee, the Board works to maintain a high level of corporate transparencies through the Independent Director Recommendation Committee and the Related Party Transactions Committee.

Each agenda approved by board committees is instantly notified to all Directors, and each Director may call for the convocation of Board meetings within two days from the notice. The Board of Directors may put the resolutions approved by the committees for voting at the Board meeting.

(1) General Description

The Audit Committee is a committee under the Board of Directors that supervises and supports management in a way that may maximize corporate value through checks and balances. It was established in 2000 to replace the previous existing auditors.

(2) Composition

The Audit Committee comprises of three Directors, more than two thirds of whom shall be Independent Directors. The committee members are appointed by resolution at the Board meeting.

Current members are all Independent Directors, and the head of the committee is Independent Director In-Ho Lee.

Audit Committee members
In-Ho Lee
(Head of the committee)
Han-joong Kim Kwang-Soo Song
(3) Operation

Regular meeting: Audit Committee meetings shall be held at least once every quarter

Convening of Meetings
The Head shall call meetings and notify the members and other participants of the meeting time and place at least 24 hours in advance.

Method of Resolution
The presence of the majority of all 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.

(4) Authority

In accordance with relevant laws and regulations, the Audit Committee shall have the following authority:

  • Authority to audit business of the Company
  • Authority to request reports on the business status of the Company and investigate assets of the Company
  • Authority to receive reports from Directors
  • Authority to investigate subsidiaries of the Company
  • Authority to request to stop any acts in violation of laws and regulations or the Articles of Incorporation.
  • Authority to Institute Various Actions
  • Authority to request the convocation of a general meeting of shareholders
  • Authority to recommend candidates for external auditors
  • Any other authority granted to the committee by relevant laws and regulations, the Articles of Incorporation or a Board resolution
(5) Duties

For the Audit Committee to maintain independence and check-and-balance, the Company entitles the audit committee members the following authorities by regulation:

  • Duty of Good Faith
  • Duty to investigate and report to a general meeting of shareholders
  • Duty to investigate and report to the Board
  • Duty to Prepare Report on the Audit Results
  • Duty to Prepare and Submit Audit Report
  • Duties under the Act on External Audit of Stock Companies
(6) Activities
28 October, 2010
Agenda Attendance
3Q10 financial statements and quarterly report 3/3 present
3Q10 non-audit services contracts
29 July, 2010
Agenda Attendance
1H10 financial statements and semiannual reports 3/3 present
2Q10 non-audit services contracts
1H10 audit results
29 April 2010
Agenda Attendance
Appointment of Audit Committee head 3/3 present
1Q10 financial statements and quarterly report
1Q10 non-audit services contracts
23 February 2010
Agenda Attendance
Review of agendas of the 41th general meeting of shareholders 3/3 present
Assessment of FY 2009 internal control system
FY2009 consolidated financial statements
28 January, 2010
Agenda Attendance
FY 2009 financial statements and annual report 3/3 present
FY 2009 internal accounting management system
Q409 non-audit service contracts
FY 2009 audit results