About Samsung

Compensation Committee

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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 Compensation Committee is a committee under the Board of Directors that was established to ensure the objectivity and transparency of decision making on Director compensations.

The Committee is responsible for assessing the appropriateness of Director compensation, and reviews and approves the ceiling on Director compensation to be submitted for resolution at a general meeting of shareholders.

(2) Composition

In accordance with relevant laws and regulations, the Compensation Committee shall comprise of three Independent Directors.

Currently, the committee consists of three Independent Directors. The head of the committee is Independent Director Kwang-Soo Song.

Compensation Committee Members
Kwang-Soo Song
(Head of the committee)
In-Ho Lee Byeong-Gi Lee
(3) Operation

The Compensation Committee is a Committee that is called upon only when there are agendas on Director compensation ceiling or compensation scheme for directors to be submitted at the general meeting of shareholders. The Committee shall hold regular meetings at least once a year.

Convening of Meetings :

The Committee Head shall call meetings and notify
the members 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 Compensation Committee and the resolutions shall be adopted by a majority of the votes of the directors attending the meeting. Board meetings may proceed using videos and wired or wireless telecommunications devices within the scope provided by relevant laws.

(4) Activities
30 October, 2009
Agenda Results Attendance
Appointment of Chairman of Compensation Committee Approved 3/3 present