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
* 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 Management Committee is a committee under the Board of Directors that deliberates and decides matters either delegated by the Board of Directors, or specified in the Articles of Incorporation or in the Regulation of the Board of Directors with the aim of enhancing professionalism and efficiency in decision-making.
(2) Composition
The Management Committee shall comprise at least two but no more than ten Directors, who are appointed by resolution at the Board meeting, in accordance with relevant laws and regulations.
Currently, the committee consists of three Executive Directors.
a. Regular Board Meetings : Generally held four times a year (every quarter a year)
b. Extraordinary Board Meeting : Held whenever deemed necessary
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.
Opinion-Seeking
While reviewing and deciding agendas at hand, the committee may call in management officers, executives or outside figures, involved in the issues at hand, for their explanation or opinions.
(4) Authority of the Management Committee
In accordance with relevant laws and regulations, the Management Committee shall deliberate and decide the following matters:
Development of annual or mid-to-long-term management plans and strategies of the Company
Establishment of major business strategies
Promotion of cooperation with foreign companies, including strategic partnership
Acquisition or sale of domestic/overseas subsidiaries
Conclusion of technology inducement agreement, technology transfer, and technological partnership
Basic operating principles
Determination and change of basic principles concerning salary, bonus and welfare system
Issuance of bonds
Facility investment, etc.
(5) Activities
14 November, 2011
Agenda
Results
FAB investment
Approved
Facility investment in S.LSI
Approved
Purchase of building lot
Approved
Signing of rental contract
Approved
Construction of parking tower
Approved
Donation
Approved
2 November, 2011
Agenda
Results
Stake purchase
Approved
28 October, 2011
Agenda
Results
Stake disposal
Approved
24 October, 2011
Agenda
Results
Change in generation of joint venture's production line
Approved
Establishment of overseas subsidiary
Approved
26 September, 2011
Agenda
Results
Investment in memory business
Approved
Adjustment to LCD investment
Approved
Stake purchase
Approved
Transformation of research center into incorporation
Approved
Debt-guarantee for overseas subsidiary
Approved
Construction of parking tower
Approved
26 August, 2011
Agenda
Results
Facility investment in S.LSI
Approved
Purchase of building lot
Approved
25 July, 2011
Agenda
Results
Signing of patent contract
Approved
14 July, 2011
Agenda
Results
FAB investment
Approved
Signing of rental contract
Approved
Signing of rental contract
Approved
Signing of rental contract
Approved
Participation in capital increase of subsidiary
Approved
Donation
Approved
Participation in capital increase of subsidiary
Approved
Signing of rental contract
Approved
20 June, 2011
Agenda
Results
Corporate acquisition
Approved
Stake purchase
Approved
Stake disposal
Approved
10 June, 2011
Agenda
Results
Facility investment in production lines
Approved
Book closure for dividend
Approved
23 May, 2011
Agenda
Results
Disposal of plant design
Approved
Donation
Approved
Disposal of shares
Approved
25 April, 2011
Agenda
Results
Investment in memory line and memory fab
Approved
Stake acquisition and signing of joint venture contract
Approved
Investment in research center construction
Approved
Purchase of building lot
Approved
Donation
Approved
16 April, 2011
Agenda
Results
Disposal of business and stake acquisition
Approved
11 April, 2011
Agenda
Results
FAB switch for geometry migration
Approved
Capital reduction
Approved
Renewal of directors & officers' liability insurance
